Exhibit 4.3


 


TRAVELPORT WORLDWIDE LIMITED


 


INDENTURE


 


Dated as of


 


Wilmington Trust, National Association


 


Trustee


 




     


     


    

 


Reconciliation and tie between Trust Indenture
Act of 1939 and

certain sections of this Indenture


 


	Trust Indenture

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


 


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


 




     


     


    

 


Table of Contents*


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	Section 1.01	DEFINITIONS	1
	 	 	 
	Article II FORMS OF SECURITIES	7
	Section 2.01	TERMS OF THE SECURITIES	7
	Section 2.02	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	8
	Section 2.03	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION BY AN AUTHENTICATING AGENT	8
	 	 	 
	Article III THE DEBT SECURITIES	8
	Section 3.01	AMOUNT UNLIMITED; ISSUABLE IN SERIES	8
	Section 3.02	DENOMINATIONS	11
	Section 3.03	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	11
	Section 3.04	TEMPORARY SECURITIES	13
	Section 3.05	REGISTRAR AND PAYING AGENT	14
	Section 3.06	TRANSFER AND EXCHANGE	15
	Section 3.07	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	18
	Section 3.08	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	18
	Section 3.09	CANCELLATION	19
	Section 3.10	COMPUTATION OF INTEREST	20
	Section 3.11	CURRENCY OF PAYMENTS IN RESPECT OF SECURITIES	20
	Section 3.12	JUDGMENTS	20
	Section 3.13	CUSIP NUMBERS	21
	 	 	 
	Article IV REDEMPTION OF SECURITIES	21
	Section 4.01	NOTICE TO TRUSTEE	21
	Section 4.02	SELECTION OF SECURITIES TO BE REDEEMED	21
	Section 4.03	NOTICE OF REDEMPTION	21
	Section 4.04	EFFECT OF NOTICE OF REDEMPTION	22
	Section 4.05	DEPOSIT OF REDEMPTION PRICE	22
	Section 4.06	SECURITIES REDEEMED IN PART	22
	 	 	 
	Article V SINKING FUNDS	23
	Section 5.01	APPLICABILITY OF SINKING FUND	23
	Section 5.02	MANDATORY SINKING FUND OBLIGATION	23
	Section 5.03	OPTIONAL REDEMPTION AT SINKING FUND REDEMPTION PRICE	23
	Section 5.04	APPLICATION OF SINKING FUND PAYMENT	24
	 	 	 
	Article VI PARTICULAR COVENANTS OF THE COMPANY	24
	Section 6.01	PAYMENTS OF SECURITIES	24
	Section 6.02	PAYING AGENT	25
	Section 6.03	TO HOLD PAYMENT IN TRUST	25
	Section 6.04	MERGER, CONSOLIDATION AND SALE OF ASSETS	26
	Section 6.05	COMPLIANCE CERTIFICATE	27
	Section 6.06	CONDITIONAL WAIVER BY HOLDERS OF SECURITIES	27
	Section 6.07	STATEMENT AS TO DEFAULT	27


 




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	Article VII REMEDIES OF TRUSTEE AND SECURITYHOLDERS	27
	Section 7.01	EVENTS OF DEFAULT	27
	Section 7.02	ACCELERATION; RESCISSION AND ANNULMENT	29
	Section 7.03	OTHER REMEDIES	30
	Section 7.04	TRUSTEE AS ATTORNEY-IN-FACT	30
	Section 7.05	PRIORITIES	31
	Section 7.06	CONTROL BY SECURITYHOLDERS; WAIVER OF PAST DEFAULTS	32
	Section 7.07	LIMITATION ON SUITS	32
	Section 7.08	UNDERTAKING FOR COSTS	32
	Section 7.09	REMEDIES CUMULATIVE	33
	 	 	 
	Article VIII CONCERNING THE SECURITYHOLDERS	33
	Section 8.01	EVIDENCE OF ACTION OF SECURITYHOLDERS	33
	Section 8.02	PROOF OF EXECUTION OR HOLDING OF SECURITIES	33
	Section 8.03	PERSONS DEEMED OWNERS	34
	Section 8.04	EFFECT OF CONSENTS	34
	 	 	 
	Article IX SECURITYHOLDERS’ MEETINGS	35
	Section 9.01	PURPOSES OF MEETINGS	35
	Section 9.02	CALL OF MEETINGS BY TRUSTEE	35
	Section 9.03	CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS	35
	Section 9.04	QUALIFICATIONS FOR VOTING	35
	Section 9.05	REGULATION OF MEETINGS	36
	Section 9.06	VOTING	36
	Section 9.07	NO DELAY OF RIGHTS BY MEETING	36
	 	 	 
	Article X REPORTS BY THE COMPANY AND THE TRUSTEE AND  SECURITYHOLDERS’ LISTS	37
	Section 10.01	REPORTS BY TRUSTEE	37
	Section 10.02	REPORTS BY THE COMPANY	37
	Section 10.03	SECURITYHOLDERS’ LISTS	37
	 	 	 
	Article XI CONCERNING THE TRUSTEE	38
	Section 11.01	RIGHTS OF TRUSTEES; COMPENSATION AND INDEMNITY	38
	Section 11.02	DUTIES OF TRUSTEE	40
	Section 11.03	NOTICE OF DEFAULTS	41
	Section 11.04	ELIGIBILITY; DISQUALIFICATION	42
	Section 11.05	RESIGNATION AND NOTICE; REMOVAL	42
	Section 11.06	SUCCESSOR TRUSTEE BY APPOINTMENT	43
	Section 11.07	SUCCESSOR TRUSTEE BY MERGER	44
	Section 11.08	RIGHT TO RELY ON OFFICER’S CERTIFICATE	44
	Section 11.09	APPOINTMENT OF AUTHENTICATING AGENT	45
	Section 11.10	COMMUNICATIONS BY SECURITYHOLDERS WITH OTHER SECURITYHOLDERS	45
	 	 	 
	Article XII SATISFACTION AND DISCHARGE; DEFEASANCE	46
	Section 12.01	APPLICABILITY OF ARTICLE	46
	Section 12.02	SATISFACTION AND DISCHARGE OF INDENTURE	46
	Section 12.03	DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS	47


 




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	Section 12.04	REPAYMENT TO COMPANY	48
	Section 12.05	INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS	48
	Section 12.06	DEPOSITS TO BE HELD IN ESCROW	48
	Section 12.07	APPLICATION OF TRUST MONEY	49
	Section 12.08	DEPOSITS OF NON-US CURRENCIES	49
	 	 	 
	Article XIII IMMUNITY OF CERTAIN PERSONS	49
	Section 13.01	NO PERSONAL LIABILITY	49
	 	 	 
	Article XIV SUPPLEMENTAL INDENTURES	50
	Section 14.01	WITHOUT CONSENT OF SECURITYHOLDERS	50
	Section 14.02	WITH CONSENT OF SECURITYHOLDERS; LIMITATIONS	51
	Section 14.03	TRUSTEE PROTECTED	53
	Section 14.04	EFFECT OF EXECUTION OF SUPPLEMENTAL INDENTURE	53
	Section 14.05	NOTATION ON OR EXCHANGE OF SECURITIES	53
	Section 14.06	CONFORMITY WITH TIA	53
	 	 	 
	Article XV SUBORDINATION OF SECURITIES	53
	Section 15.01	AGREEMENT TO SUBORDINATE	53
	Section 15.02	DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND REORGANIZATION; SUBROGATION OF SECURITIES	53
	Section 15.03	NO PAYMENT ON SECURITIES IN EVENT OF DEFAULT ON SENIOR INDEBTEDNESS	55
	Section 15.04	PAYMENTS ON SECURITIES PERMITTED	55
	Section 15.05	AUTHORIZATION OF SECURITYHOLDERS TO TRUSTEE TO EFFECT SUBORDINATION	55
	Section 15.06	NOTICES TO TRUSTEE	56
	Section 15.07	TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS	56
	Section 15.08	MODIFICATIONS OF TERMS OF SENIOR INDEBTEDNESS	56
	Section 15.09	RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT	57
	Section 15.10	SATISFACTION AND DISCHARGE; DEFEASANCE AND COVENANT DEFEASANCE	57
	Section 15.11	TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS	57
	 	 	 
	Article XVI MISCELLANEOUS PROVISIONS	57
	Section 16.01	CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT	57
	Section 16.02	TRUST INDENTURE ACT CONTROLS	58
	Section 16.03	NOTICES TO THE COMPANY AND TRUSTEE	58
	Section 16.04	NOTICES TO SECURITYHOLDERS; WAIVER	59
	Section 16.05	LEGAL HOLIDAY	59
	Section 16.06	EFFECTS OF HEADINGS AND TABLE OF CONTENTS	59
	Section 16.07	SUCCESSORS	59
	Section 16.08	SEPARABILITY CLAUSE	59
	Section 16.09	BENEFITS OF INDENTURE	60
	Section 16.10	COUNTERPARTS ORIGINALS	60
	Section 16.11	GOVERNING LAW	60
	Section 16.12	CONSENT TO JURISDICTION	60
	Section 16.13	WAIVER OF OBJECTIONS TO VENUE	60


 




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	Section 16.14	SERVICE OF PROCESS	60
	Section 16.15	WAIVER OF JURY TRIAL	61
	Section 16.16	FORCE MAJEURE	61
	Section 16.17	USA PATRIOT ACT	61


 


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


 




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INDENTURE dated as of        ,           among
Travelport Worldwide Limited, a Bermuda company, and Wilmington Trust, National Association, a national banking association, as
trustee.


 


W I T N E S S E T H:


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I

DEFINITIONS


 


Section
1.01         DEFINITIONS.


 


(a)          Unless
otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to
them in the Trust Indenture Act.


 


(b)          Unless
the context otherwise requires, the terms defined in this Section 1.01(b) shall for all purposes of this Indenture have
the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms
of any of the terms herein defined:


 


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


 


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


 


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


 


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


 




     


     


    

 


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


 


Capital Stock:     The
term “Capital Stock” shall mean:


 


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


 


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


 


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


 


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


 


Code:     The
term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the date hereof, as amended from time to time.


 


Company:  The term “Company”
shall mean Travelport Worldwide Limited, a Bermuda company, and shall also include its successors.


 


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


 


Corporate Trust Office:  The
term “Corporate Trust Office,” or other similar term, shall mean the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office at the date hereof is located at 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Travelport Worldwide Limited Administrator, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the principal corporate trust officer of any successor
Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).


 


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


 


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


 


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


 


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


 




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“Depositary” as used with respect
to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.


 


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


 


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


 


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


 


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


 


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


 


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


 


GAAP:  The term “GAAP,”
with respect to any computations required or permitted hereunder, shall mean generally accepted accounting principles in effect
in the United States, which are applicable at the date of such computation and which are consistently applied for all applicable
periods.


 


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


 


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


 


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


 


Indenture:  The term “Indenture”
or “this Indenture” shall mean this instrument and all indentures supplemental thereto.


 


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


 


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


 


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


 




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


 


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


 


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


 


Officer’s Certificate:  The
term “Officer’s Certificate” shall mean a certificate signed by any of the Responsible Officers of the Company
and delivered to the Trustee.  Each such certificate shall include the statements provided for in Section 16.01
if and to the extent required by the provisions of such Section.  The Officer giving an Officer’s Certificate pursuant
to Section 6.07 shall be the principal executive officer, principal financial officer or principal accounting officer of the
Company.


 


Opinion of Counsel:  The term
“Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or of counsel
to the Company, or may be other counsel who is satisfactory to the Trustee, that meets the requirements provided for in Section 16.01.


 


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


 


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


 


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


 


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


 


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


 


(iii)        Securities
that have been paid pursuant to Section 3.07(b) or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
a Responsible Officer of the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands
such Securities are valid obligations of the Company;


 


provided, however, that in determining whether the Holders of
the requisite principal amount of Securities of a series Outstanding have performed any action hereunder, Securities owned by the
Company or any


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Responsible Officers:  The term
“Responsible Officers” of the Trustee hereunder shall mean any officer in the corporate trust department of the Trustee
with direct responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust
matter relating to this Indenture,


 




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any other officer of the Trustee to whom such
matter is referred because of such person’s knowledge of and familiarity with the particular subject.  The term
“Responsible Officers” of the Company shall mean any of the Chief Executive Officer, the President, the Chief Investment
Officer, the Chief Financial Officer, any Vice President, the Treasurer, any Managing Director, the Secretary, the Head of Merchant
Banking & Capital Markets or any other individual designated as a “Responsible Officer” for the purposes of
this Indenture by the Board of Directors of the Company.


 


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


 


Securities Act:  The term “Securities
Act” shall mean the United States Securities Act of 1933 and the rules and regulations promulgated by the SEC thereunder
and any statute successor thereto, in each case as amended from time to time.


 


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


 


Security Custodian:  The term
“Security Custodian” shall mean the custodian with respect to any Global Security appointed by the Depositary for safekeeping
of such Global Security, or any successor Person thereto, and shall initially be the Paying Agent.


 


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


 


Senior Indebtedness:  The term
“Senior Indebtedness” means all of the indebtedness of, or guaranteed by, the Company for borrowed money (including
the principal of, premium, if any, or interest on any such borrowed money and any commitment fees for unborrowed amounts which,
if borrowed, would constitute Senior Indebtedness), whether currently outstanding or hereafter incurred, unless, under the instrument
evidencing the same or under which the same is outstanding, it is expressly provided that such indebtedness is subordinate to other
indebtedness and obligations of the Company.


 


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


 


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


 


Subsidiary:  The term “Subsidiary,”
when used with respect to any Person, shall mean:


 


(i)          any
corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement
or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees
of the corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 




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(ii)         any
partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


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


 


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


 


Trustee:  The term “Trustee”
shall mean Wilmington Trust, National Association, for the time being, and any permitted successor trustee, and if at any time
there is more than one such trustee, “Trustee” as used with respect to the Securities of any series shall mean the
trustee with respect to Securities of that series.


 


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


 


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


 


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


 


Article
II

FORMS OF SECURITIES


 


Section
2.01         TERMS OF THE SECURITIES.


 


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


 


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


 




    	 	7	 



     

    

 


Section
2.02         FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.


 


(a)          Only
such of the Securities as shall bear thereon a certificate substantially in the form of the Trustee’s certificate of authentication
hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle
the Holder thereof to any right or benefit under this Indenture, and the certificate of authentication by the Trustee upon any
such Security executed on behalf of the Company as aforesaid shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder thereof is entitled to the benefits of this Indenture.


 


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


 


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


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	 	Date of Authentication:
	 	Wilmington Trust, National Association, as Trustee
	 	By:	 
	 	 	Authorized Signatory


 


Section
2.03         FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
BY AN AUTHENTICATING AGENT.  If at any time there shall be an Authenticating Agent appointed with respect to
any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent to be borne by Securities
of each such series shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	 	Date of Authentication:
	 	[                  ], as Authenticating Agent
	 	By:	 
	 	 	Authorized Signatory


 


Article
III

THE DEBT SECURITIES


 


Section
3.01         AMOUNT UNLIMITED; ISSUABLE IN SERIES.  The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.  The
Securities may be issued in one or more series.  There shall be set forth in a Company Order, an Officer’s Certificate
or in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:


 




    	 	8	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	9	 



     

    

 


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


 


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


 


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


 


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


 


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


 


(o)          provisions,
if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related
to satisfaction and discharge;


 


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


 


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


 


(r)          the
form of the Securities of the series;


 


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


 


(t)          whether
the Securities of such series are subject to subordination and the terms of such subordination;


 


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


 


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


 


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


 




    	 	10	 



     

    

 


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


 


(y)          any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02
and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;


 


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


 


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


 


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


 


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


 


Section
3.03         EXECUTION, AUTHENTICATION, DELIVERY AND DATING.


 


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


 


(b)          At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities and, as required pursuant to Section 3.01, a supplemental indenture, Officer’s Certificate or Company
Order setting forth the terms of the Securities of a series.  The Trustee shall thereupon authenticate and deliver such
Securities without any further action by the Company.  The Company Order shall specify the amount of Securities to be
authenticated and the date on which the original issue of Securities is to be authenticated.


 


(c)          In
authenticating the first Securities of any series and accepting the additional responsibilities under this Indenture in relation
to such Securities the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon


 


(i)          an
Officer’s Certificate prepared in accordance with Section 16.01 stating that the conditions precedent, if any, provided
for in the Indenture have been complied with; and


 


(ii)         an
Opinion of Counsel prepared in accordance with Section 16.01, which shall state:


 




    	 	11	 



     

    

 


(A)         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 legally binding obligations of the Company, enforceable in accordance
with their terms, and will be entitled to the benefits of this Indenture;


 


(B)         that
the Company has the corporate power to issue the Securities, and has duly taken all necessary action with respect to such issuance;


 


(C)         that
all requirements of the Indenture applicable to the Company in respect of the execution and delivery by the Company of the Securities
and of such supplemental indenture, if any, have been complied with and, that assuming (a) all requisite corporate authorization
on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable
to the Trustee, and (c) due authentication and delivery of the Securities by the Trustee, the execution and delivery of such
supplemental indenture, if any, will not violate the terms of this Indenture.


 


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


 


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


 


(f)          Notwithstanding
the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally
issued at the same time, then the documents required to be delivered pursuant to Section 3.03(c) must be delivered only
once prior to the authentication and delivery of the first Security of such series; provided, however, that any subsequent
request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation
and warranty by the Company that, as of the date of such request, the statements made in any Officer’s Certificate delivered
pursuant to this Section 3.03 shall be true and correct as if made on such date, and the Company Order or Supplemental Indenture
shall explicitly certify to the same.  If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and
the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal
to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall
be registered, if in registered form, in the name of the Depositary for such Global Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall
bear a legend substantially to the following effect:


 


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


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITARY] TO THE COMPANY OR ITS AGENT


 




    	 	12	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section
3.04         TEMPORARY SECURITIES.


 


(a)          Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in


 




    	 	13	 



     

    

 


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


 


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


 


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


 


Section
3.05         REGISTRAR AND PAYING AGENT.


 


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


 


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


 


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


 




    	 	14	 



     

    

 


Section
3.06         TRANSFER AND EXCHANGE.


 


(a)          Transfer.


 


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


 


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


 


(b)          Exchange.


 


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


 


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


 


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


 


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


 


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


 


(ii)         The
owner of a beneficial interest in a Global Security will be entitled to receive an Individual Security in exchange for such interest
if an Event of Default has


 




    	 	15	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)         Upon
the exchange in full of a Global Security for Individual Securities, such Global Security shall be canceled by the Trustee.  Individual
Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names


 




    	 	16	 



     

    

 


and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall deliver such Securities to the Persons in whose names such Securities are so
registered.


 


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


 


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


 


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


 


(g)          The
Company shall not be required to (i) register, transfer or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the transmission of a notice of redemption of Securities of such series selected
for redemption under Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


(h)          Prior
to the due presentation for registration of transfer or exchange of any Security, the Company, the Trustee, the Paying Agent, the
Registrar, any co-Registrar or any of their agents may deem and treat the Person in whose name a Security is registered as the
absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for all purposes whatsoever, and none of the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents shall be affected by any notice to the contrary.


 


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


 


(j)          Each
Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange
or assignment of such Holder’s Security


 




    	 	17	 



     

    

 


in violation of any provision of this Indenture
and/or applicable United States federal or state securities laws.


 


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


 


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


 


Section
3.07         MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.


 


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


 


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


 


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


 


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


 


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


 


Section
3.08         PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.


 


(a)          Interest
on any Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person
in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for
such interest notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the Record


 




    	 	18	 



     

    

 


Date.  Payment of interest on Securities
shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01) or, at the option of
the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or, in
accordance with arrangements satisfactory to the Trustee and the Paying Agent, by wire transfer to an account designated by the
Holder.


 


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


 


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


 


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


 


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


 


Section
3.09         CANCELLATION.  Unless otherwise specified
pursuant to Section 3.01 for Securities of any series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other than the


 




    	 	19	 



     

    

 


Trustee, be delivered to the Trustee for
cancellation and shall be promptly canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it.  The
Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
that the Company may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee upon receipt of Company Order.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture.  The
Trustee shall dispose of all canceled Securities held by it in accordance with its then customary procedures and deliver a certificate
of such disposal to the Company upon written request by the Company.  The acquisition of any Securities by the Company
shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are
surrendered to the Trustee for cancellation.


 


Section
3.10         COMPUTATION OF INTEREST.  Except
as otherwise specified pursuant to Section 3.01 for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.


 


Section
3.11         CURRENCY OF PAYMENTS IN RESPECT OF SECURITIES.


 


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


 


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


 


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


 


Section
3.12         JUDGMENTS.  The Company may provide
pursuant to Section 3.01 for Securities of any series that (a) the obligation, if any, of the Company to pay the principal
of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the “Designated
Currency”) as may be specified pursuant to Section 3.01 is of the essence and agrees that, to the fullest extent possible
under applicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation
of the Company to make payments in the Designated Currency of the principal of and premium, if any, and interest on such Securities
shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment
or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and


 




    	 	20	 



     

    

 


cost of exchange) on the business day in
the country of issue of the Designated Currency or in the international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that
may be so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as
may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment shall
be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.


 


Section
3.13         CUSIP NUMBERS.  The Company in issuing
any Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and thereafter with respect to such
series, the Trustee may use such numbers in any notice of redemption or exchange with respect to such series provided that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The
Company will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers.


 


Article
IV

REDEMPTION OF SECURITIES


 


Section
4.01         NOTICE TO TRUSTEE.  The Company may,
with respect to any series of Securities, reserve the right to redeem and pay the series of Securities or may covenant to redeem
and pay the series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided
for in such Securities. If a series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the series of Securities pursuant to the terms of such Securities, it shall notify the Trustee
in writing of the redemption date and the principal amount of series of Securities to be redeemed. The Company shall give the
notice at least 15 days before the redemption date.


 


Section
4.02         SELECTION OF SECURITIES TO BE REDEEMED.  Unless
otherwise indicated for a particular series by a Company Order, an Officer’s Certificate or a supplemental indenture hereto,
if less than all the Securities of a series are to be redeemed, the Securities of the series to be redeemed will be selected as
follows: (a) if the Securities are in the form of Global Securities, in accordance with the procedures of the Depositary,
(b) if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange, if any, on which the Securities are listed, or (c) if not otherwise provided for under clause
(a) or (b) in the manner that the Trustee deems fair and appropriate, including by lot or other method, unless otherwise
required by law or applicable stock exchange requirements, subject, in the case of Global Securities, to the applicable rules and
procedures of the Depositary. The Securities to be redeemed shall be selected from Securities of the series outstanding not previously
called for redemption. Portions of the principal of Securities of the series that have denominations
larger than $1,000 may be selected for redemption. Securities of the series and portions of them selected for redemption shall
be in amounts of $1,000 or whole multiples of $1,000 in excess thereof or, with respect to Securities of any series issuable in
other denominations pursuant to Section 3.01(k), the minimum principal denomination for each series and the authorized integral
multiples thereof. Provisions of this Indenture that apply to Securities of a series called for redemption also apply to portions
of Securities of that series called for redemption.


 


Section
4.03         NOTICE OF REDEMPTION.  Unless otherwise
indicated for a particular series by a Company Order, an Officer’s Certificate or a supplemental indenture hereto, at least
15 days but not more than 60 days before a redemption date, the Company shall send or cause to be sent by first-class


 




    	 	21	 



     

    

 


mail or electronically, in accordance with
the procedures of the Depositary, a notice of redemption to each Holder whose Securities are to be redeemed.


 


The notice shall identify the Securities
of the series to be redeemed and shall state:


 


(a)          the
redemption date;


 


(b)          the
redemption price;


 


(c)          the
name and address of the Paying Agent;


 


(d)          if
any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that, after
the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed
portion of the original Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;


 


(e)          that
Securities of the series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)          that
interest on Securities of the series called for redemption ceases to accrue on and after the redemption date unless the Company
defaults in the deposit of the redemption price;


 


(g)          the
CUSIP number, if any; and


 


(h)          any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense, provided, however, that the Company has delivered
to the Trustee, at least 10 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.


 


Section
4.04         EFFECT OF NOTICE OF REDEMPTION.  Once
notice of redemption is sent as provided in Section 4.03, Securities of a series called for redemption
become due and payable on the redemption date and at the redemption price. Except as otherwise provided in the supplemental
indenture, Board Resolution or Officer’s Certificate for a series, a notice of redemption may not be conditional. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to, but not including, the redemption
date.


 


Section
4.05         DEPOSIT OF REDEMPTION PRICE.  On
or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient
to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section
4.06         SECURITIES REDEEMED IN PART.  Upon
surrender of a Security that is redeemed in part, the Trustee shall upon receipt of Company Order authenticate for the Holder
a new Security of the same series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 




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Article
V

SINKING FUNDS


 


Section
5.01         APPLICABILITY OF SINKING FUND.


 


(a)          Redemption
of Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such
series of Securities shall be made in accordance with such terms of such series of Securities and this Article, except as otherwise
specified pursuant to Section 3.01 for Securities of such series, provided, however, that if any such terms
of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.


 


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


 


Section
5.02         MANDATORY SINKING FUND OBLIGATION.  The
Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a particular
series of Securities by (a) delivering to the Trustee Securities of such series in transferable form theretofore purchased
or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section 4.03 or (b) receiving
credit for Securities of such series (not previously so credited) acquired by the Company and theretofore delivered to the Trustee.  The
Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall
be reduced accordingly.  If the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it
shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a Company Order, which shall
designate the Securities (and portions thereof, if any) so delivered or credited and which
shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable form.  In case of
the failure of the Company, at or before the time so required, to give such notice and deliver such Securities the Mandatory Sinking
Fund Payment obligation shall be paid entirely in moneys.


 


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


 




    	 	23	 



     

    

 


Section
5.04         APPLICATION OF SINKING FUND PAYMENT.


 


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


 


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


 


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


 


Article
VI

PARTICULAR COVENANTS OF THE COMPANY


 


The Company hereby covenants and agrees
as follows:


 


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


 




    	 	24	 



     

    

 


Section
6.02         PAYING AGENT.


 


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


 


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


 


Section
6.03         TO HOLD PAYMENT IN TRUST.


 


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


 


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


 


(c)          If
the Paying Agent shall be other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 6.03, that
such Paying Agent shall:


 




    	 	25	 



     

    

 


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


 


(ii)         give
to the Trustee notice of any Default by the Company or any other obligor upon the Securities of that series in the making of any
payment of the principal of and premium, if any, or interest on the Securities of that series; and


 


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


 


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


 


(e)          Subject
to applicable unclaimed property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest on any Security of any series and remaining unclaimed
for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company upon
Company Order along with any interest that has accumulated thereon as a result of such money being invested at the direction of
the Company, or (if then held by the Company) shall be discharged from such trust, and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment of such amounts without interest thereon, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease.


 


Section
6.04         MERGER, CONSOLIDATION AND SALE OF ASSETS.  Except
as otherwise contemplated by Section 3.01 with respect to any series of Securities:


 


(a)          The
Company will not consolidate with any other entity or accept a merger of any other entity into the Company or permit the Company
to be merged into any other entity, or sell other than for cash or lease all or substantially all its assets to another entity,
or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity,
or the successor, transferee or lessee entity (if other than the Company) shall expressly assume, by indenture supplemental hereto
executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual
payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and
punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities
to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, lease or purchase the
Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of
any covenant or condition of this Indenture.  A purchase by a Subsidiary of all or substantially all of the assets of
another entity shall not be deemed to be a purchase of such assets by the Company.  The Trustee shall have no obligation
to verify that any such consolidation, merger, sale, lease, or purchase complies with this Section 6.04.


 


(b)          Upon
any consolidation with or merger into any other entity, or any sale other than for cash, or any conveyance or lease of all or substantially
all of the assets of the Company in


 




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


 


Section
6.05         COMPLIANCE CERTIFICATE.  So long
as Securities are Outstanding, the Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal financial officer, principal accounting officer, any
vice president or treasurer as to his or her knowledge of the Company’s compliance with all conditions and covenants under
this Indenture (which compliance shall be determined without regard to any period of grace or requirement of notice provided under
this Indenture) and, in the event of any Default, specifying each such Default and the nature and status thereof of which such
person may have knowledge.  Such certificates need not comply with Section 16.01 of this Indenture.


 


Section
6.06         CONDITIONAL WAIVER BY HOLDERS OF SECURITIES.  Anything
in this Indenture to the contrary notwithstanding, the Company may fail or omit in any particular instance to comply with a covenant
or condition set forth herein with respect to any series of Securities if the Company shall have obtained and filed with the Trustee,
prior to the time of such failure or omission, evidence (as provided in Article VIII) of the consent of the Holders of a majority
in aggregate principal amount of the Securities of such series at the time Outstanding, either waiving such compliance in such
instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant
or condition except to the extent so expressly waived, or impair any right consequent thereon and, until such waiver shall have
become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.


 


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


 


Article
VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS


 


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


 




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


 


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


 


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


 


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


 


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


 


(f)          the
commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company
to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company
or of substantially all the property of the Company or the making by it of an assignment for the benefit of creditors or the admission
by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company
in furtherance of any action; or


 


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


 


provided, however, that no event described in clause (d) (other
than with respect to a payment default) or (g) above shall constitute an Event of Default hereunder until the Trustee or the Holders
of 25% in principal amount of Securities Outstanding notify the Company of the default and the Company does not cure such default
within any applicable time periods specified in clause (d) or (g), as applicable, after receipt of such notice.


 




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Section
7.02        ACCELERATION; RESCISSION AND ANNULMENT.


 


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


 


(b)          The
provisions of Section 7.02(a), however, are subject to the condition that, at any time after the principal of all the Securities
of such series, to which any one or more of the above-described Events of Default is applicable, shall have been so declared to
be due and payable, and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed
to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and
annulled, if:


 


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


 


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


 


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


 


(C)         the
principal of and premium, if any, on any Securities of such series that have become due otherwise than by such declaration of acceleration
and interest thereon;


 


(D)         all
other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable
were it not for such declaration); and


 




    	 	29	 



     

    

 


(ii)         every
other Default and Event of Default with respect to Securities of that series, other than the non-payment of the principal of Securities
of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section
7.06.


 


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


 


(d)          Any
declaration by the Trustee pursuant to this Section 7.02 shall be by written notice to the Company, and any declaration or waiver
by the Holders of Securities of any series pursuant to this Section 7.02 shall be by written notice to the Company and the Trustee.


 


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


 


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


 


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


 


Section
7.04        TRUSTEE AS ATTORNEY-IN-FACT.  The Trustee
is hereby appointed, and each and every Holder of the Securities, by receiving and holding the same, shall be conclusively deemed
to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or
not the Company shall be in Default in respect of the payment of the principal of, or


 




    	 	30	 



     

    

 


interest on, any of the Securities), in its
own name and as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities or to
their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers
and documents and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any
predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents
and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such
proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of such Holders in respect of any
of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each
and every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have authorized
any such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to or on the order of the
Trustee, and to pay to the Trustee any amount due it and any predecessor trustee hereunder under Section 11.01(a); provided, however,
that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf
of any Holder of Securities, any plan of reorganization or readjustment affecting the Securities or the rights of any Holder thereof,
or to authorize or empower the Trustee to vote in respect of the claim of any Holder of any Securities in any such proceeding.


 


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


 


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


 


Second:  In case the principal of the
Outstanding Securities of such series shall not have become due and be unpaid, to the payment of interest on the Securities of
such series, in the chronological order of the Maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by such Securities,
such payments to be made ratably to the Persons entitled thereto.


 


Third:  In case the principal of the
Outstanding Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount then
owing and unpaid upon the Securities of such series for principal and premium, if any, and interest, with interest on the overdue
principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate borne by the Securities of such series, and in case such moneys shall be insufficient to pay in full the
whole amounts so due and unpaid upon the Securities of such series, then to the payment of such principal and premium, if any,
and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such principal and premium, if any, and accrued and unpaid interest.


 


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


 




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Section
7.06        CONTROL BY SECURITYHOLDERS; WAIVER OF PAST DEFAULTS. 
The Holders of a majority in principal amount of the Securities of any series at the time Outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee hereunder, or of exercising any trust or power
hereby conferred upon the Trustee with respect to the Securities of such series, provided, however, that, subject to the provisions
of Sections 11.01 and 11.02, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised
by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining
in such direction or would involve the Trustee in personal liability.  Prior to any declaration accelerating the Maturity
of the Securities of any series, the Holders of a majority in aggregate principal amount of such series of Securities at the time
Outstanding may on behalf of the Holders of all of the Securities of such series waive any past Default or Event of Default hereunder
and its consequences except a Default in the payment of interest or any premium on or the principal of the Securities of such
series.  Upon any such waiver the Company, the Trustee and the Holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.  Whenever any Default or Event of Default hereunder shall have
been waived as permitted by this Section 7.06, said Default or Event of Default shall for
all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.


 


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


 


Section 7.08         UNDERTAKING
FOR COSTS.  All parties to this Indenture and each Holder of any Security, by such Holder’s acceptance thereof,
shall be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the enforcement
of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs
of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 7.08 shall not apply
to any action, suit or


 




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proceeding instituted by the Trustee, to
any action, suit or proceeding instituted by any one or more Holders of Securities holding in the aggregate more than 10% in principal
amount of the Securities of any series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities
of any series for the enforcement of the payment of the principal of or premium, if any, or the interest on, any of the Securities
of such series, on or after the respective due dates expressed in such Securities.


 


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


 


Article
VIII

CONCERNING THE SECURITYHOLDERS


 


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


 


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


 


(a)          The
fact and date of the execution by any Person of any such instrument may be proved (i) by the certificate of any notary public or
other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments
or proof of deeds to be recorded within such jurisdiction, that the Person who signed such instrument did acknowledge before such
notary public or other officer the execution thereof, or (ii) by the affidavit of a witness of such execution sworn to before any
such


 




    	 	33	 



     

    

 


notary or other officer.  Where such
execution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority.


 


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


 


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


 


(d)          The
Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem appropriate or necessary.


 


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


 


Section 8.03        PERSONS
DEEMED OWNERS.


 


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


 


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


 


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


 




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Article
IX

SECURITYHOLDERS’ MEETINGS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.04        QUALIFICATIONS
FOR VOTING.  To be entitled to vote at any meeting of Securityholders, a Person shall (a) be a Holder of one or more
Securities affected by the action proposed to be taken at the meeting or (b) be a Person
appointed by an instrument in writing as proxy by a Holder of one or more such Securities.  The only Persons who shall be
entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


 




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Section 9.05        REGULATION
OF MEETINGS.


 


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


 


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


 


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


 


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


 


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


 


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


 




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Article
X

REPORTS BY THE COMPANY AND THE TRUSTEE AND

SECURITYHOLDERS’ LISTS


 


Section 10.01      REPORTS
BY TRUSTEE.


 


(a)          So
long as any Securities are outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided therein. 
If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary following the
date of the issuance of any Securities, deliver to Holders a brief report which complies with the provisions of such Section 313(a).


 


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


 


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


 


Section 10.02      REPORTS
BY THE COMPANY.


 


(a)          The
Company shall deliver to the Trustee and file with the SEC, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the
Trust Indenture Act; provided that, unless available on EDGAR, any such information, documents or reports required to be filed
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within 30 days after the same is filed with the SEC.  The Trustee shall have no responsibility to determine whether any information
is available on EDGAR. The Company shall be deemed to have complied with the requirements of this Section 10.02(a) by filing any
information, documents or reports required to be delivered hereunder with the SEC.


 


(b)          The
Company shall deliver to the Trustee and file with the SEC, in the manner and to the extent provided in Section 314(a) of the Trust
Indenture Act, such additional information, documents and reports with respect to compliance by the Company with the conditions
and covenants provided for in this Indenture.


 


(c)          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 compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).


 


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


 




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


 


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


 


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


 


Article
XI

CONCERNING THE TRUSTEE


 


Section 11.01      RIGHTS
OF TRUSTEES; COMPENSATION AND INDEMNITY.  The Trustee accepts the trusts created by this Indenture upon the terms
and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities
agree:


 


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


 


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


 


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


 




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


 


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


 


(d)          The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel relating to this Indenture or the Securities
shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by
it hereunder or under the Securities in good faith and in accordance with the advice or opinion of such counsel.


 


(e)          The
Trustee, to the extent permitted by Section 11.02, may rely upon the certificate of the Secretary or one of the Assistant Secretaries
of the Company as to the adoption of any Board Resolution or resolution of the stockholders of the Company, and any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced by, and whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, offering or omitting any
action hereunder, the Trustee may rely upon, an Officer’s Certificate of the Company (unless other evidence in respect thereof
be herein specifically prescribed).


 


(f)           Subject
to Section 11.04, the Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the
same rights it would have had if it were not the Trustee or such agent.


 


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


 


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


 


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


 




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


 


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


 


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


 


(m)         Subject
to the provisions of the first paragraph of Section 11.02, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, may, but shall not be
required to, make further inquiry or investigation into such facts or matters as it may see fit.


 


(n)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.


 


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


 


(p)          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 (i.e., an incumbency certificate).


 


(q)          The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


(r)           In
no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage
of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of
such loss or damage.


 


Section 11.02      DUTIES
OF TRUSTEE.


 


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


 


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


 




    	 	40	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 11.02.


 


Section 11.03      NOTICE
OF DEFAULTS.  Within 90 days after the occurrence thereof (or promptly after the Trustee obtains actual knowledge
thereof if later), and if actually known to the Trustee, the Trustee shall give to the Holders of the Securities of a series notice
of each Default or Event of Default with respect to the Securities of such series known to the Trustee, by transmitting such notice
to Holders at their addresses as the same shall then appear on the Register of the Company, unless such Default shall have been
cured or waived before the giving of such notice (the term “Default” being hereby defined to be the events specified
in Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default as defined in said Section). 
Except in the case of a Default or Event of Default in payment of the principal of, premium, if any, or interest on any of the
Securities of such series when


 




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and as the same shall become payable, or
to make any sinking fund payment as to Securities of the same series, the Trustee shall be protected in withholding such notice,
if and so long as a Responsible Officer or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of the Securities of such series.


 


Section 11.04      ELIGIBILITY;
DISQUALIFICATION.


 


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


 


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


 


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


 


If at any time:


 


(a)          the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the
initial issuance of the Securities of such series), or


 


(b)          the
Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Security for at least six months (or, if
it is a shorter period, the period since the initial issuance of the Securities of such series), or


 


(c)          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


 




    	 	42	 



     

    

 


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


 


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


 


Section 11.06      SUCCESSOR
TRUSTEE BY APPOINTMENT.


 


(a)          In
case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Section 11.04(b),
in which event the vacancy shall be filled as provided in said subdivision), or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, a successor Trustee 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 series) may be appointed by the
Holders of a majority in principal amount of the Securities of that or those series then Outstanding, by an instrument or instruments
in writing signed in duplicate by such Holders and filed, one original thereof with the Company and the other with the successor
Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Securities of that or those series as herein
authorized, the Company, or, in case all or substantially all the assets of the Company shall be in the possession of one or more
custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or
trustees appointed under the provisions of the federal bankruptcy laws, as now or hereafter constituted), or of assignees for the
benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall
appoint a successor Trustee with respect to the Securities of such series.  Subject to the provisions of Sections 11.04 and
11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee with
respect to the Securities of such series shall cease to be Trustee hereunder.  After any such appointment other than by the
Holders of Securities of that or those series, the Person making such appointment shall forthwith
cause notice thereof to be mailed to the Holders of Securities of such series at their addresses as the same shall then appear
on the Register of the Company but any successor Trustee with respect to the Securities of such series so appointed shall, immediately
and without further act, be superseded by a successor Trustee appointed by the Holders of Securities of such series in the manner
above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by
the Company, or by such receivers, trustees or assignees.


 


(b)          If
any Trustee with respect to the Securities of one or more series shall resign because of conflicting interest as provided in Section
11.04(b) and a successor Trustee shall not have been appointed by the Company or by the Holders of the Securities of such series
or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have
been made, the resigning Trustee at the expense of the Company may apply to any court of competent jurisdiction for the appointment
of a successor Trustee.  If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions
of this Section 11.06 within three months after such appointment might have been made hereunder, the holder of any Security of
the applicable series or any


 




    	 	43	 



     

    

 


retiring Trustee at the expense of the Company
may apply to any court of competent jurisdiction to appoint a successor Trustee.  Such court may thereupon, in any such case,
after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.


 


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


 


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


 


Section 11.08      RIGHT
TO RELY ON OFFICER’S CERTIFICATE.  Subject to Section 11.02, and subject to the provisions of Section 16.01
with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith or willful
misconduct on its part, be deemed to be conclusively proved and established by an Officer’s Certificate with respect thereto
delivered to the Trustee, and such Officer’s Certificate, in the


 




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absence of bad faith and willful misconduct,
shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof.


 


Section 11.09      APPOINTMENT
OF AUTHENTICATING AGENT.  The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable
to the Company to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will serve.  Unless limited by the terms of such
appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.  Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by
the Trustee hereunder.


 


Each Authenticating Agent shall at all times
be a corporation organized and doing business and in good standing under the laws of the United States, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State authority.  If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Article XI, the combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Article XI, it shall resign immediately in the manner and with the effect
specified in this Article XI.


 


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


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 11.09, the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve.  Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 11.09.


 


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


 


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


 




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Article
XII

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 12.01      APPLICABILITY
OF ARTICLE.  If, pursuant to Section 3.01, provision is made for the defeasance of Securities of a series and if
the Securities of such series are denominated and payable only in U.S. Dollars (except as provided pursuant to Section 3.01),
then the provisions of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for Securities
of such series.  Defeasance provisions, if any, for Securities denominated in a Foreign Currency may be specified pursuant
to Section 3.01.


 


Section 12.02      SATISFACTION
AND DISCHARGE OF INDENTURE.  This Indenture, with respect to the Securities of any series (if all series issued under
this Indenture are not to be affected), shall, upon Company Order, cease to be of further
effect (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided
for and rights to receive payments of principal of and premium, if any, and interest on such Securities) and the Trustee, at the
expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge
of this Indenture, when,


 


(a)          either:


 


(i)          all
Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 3.07 and (B) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; or


 


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


 


(A)         have
become due and payable, or


 


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


 


(C)         are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice by the Trustee
in the name, and at the expense, of the Company, and in the case of (A), (B) or (C) above, the Company has deposited or caused
to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire Indebtedness
on such Securities for principal and premium, if any, and interest to the date of such deposit (in the case of Securities that
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event
a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee
is required to return the moneys then on deposit with the


 




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Trustee to the Company, the obligations
of the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged;


 


(b)          the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(c)          the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been
complied with.  Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 11.01 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (a)(i) of this Section, the obligations of the Trustee under Section 12.07 and the last paragraph of Section 6.03(e) shall
survive.


 


Section 12.03      DEFEASANCE
UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS.  At the Company’s option, either (a) the Company shall
be deemed to have been Discharged (as defined below) from its obligations with respect to Securities of any series on the first
day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation
to comply with any term, provision or condition set forth in Section 6.04 and Section 10.02 with respect to Securities of any
series (and, if so specified pursuant to Section 3.01, any other restrictive covenant added for the benefit of such series pursuant
to Section 3.01) at any time after the applicable conditions set forth below have been satisfied:


 


(a)          The
Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an amount, or
(ii) U.S. Government Obligations (as defined below) that through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any payment, money in an amount or (iii) a combination
of (i) and (ii), sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge
each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding
Securities of such series on the dates such installments of interest or principal and premium are due;


 


(b)          No
Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other
than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit); and


 


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


 


“Discharged” means that the
Company shall be deemed to have paid and discharged the entire Indebtedness represented by, and obligations under, the Securities
of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the
Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging the same),
except (A) the rights of Holders of Securities of such series to receive, from the trust fund described in clause (a) above, payment
of the principal of and premium, if any, and interest on


 




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such Securities when such payments are due,
(B) the Company’s obligations with respect to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and
12.07 and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.


 


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


 


Section 12.04      REPAYMENT
TO COMPANY.  The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee) upon Company
Order any excess moneys or U.S. Government Obligations held by them at any time, including any such moneys or obligations held
by the Trustee under any escrow trust agreement entered into pursuant to Section 12.06.  The provisions of the last
paragraph of Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of any series of Securities for which money or U.S. Government Obligations have been
deposited pursuant to Section 12.03.


 


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


 


Section 12.06      DEPOSITS
TO BE HELD IN ESCROW.  Any deposits with the Trustee referred to in Section 12.03 above shall be irrevocable
(except to the extent provided in Sections 12.04 and 12.07) and shall be held in trust with the Trustee 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, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the extent required by law.  If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory or optional sinking fund requirement, the Company shall make such arrangements as are satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.  Upon
satisfaction of any mandatory sinking fund payment requirements, whether by deposit of moneys, application of proceeds of deposited
U.S. Government Obligations or, if permitted, by delivery of Securities, the Trustee shall pay or deliver over to the Company
as excess moneys pursuant to Section 12.04 all funds or obligations then held and allocable to the sinking fund payment requirements
so satisfied.


 


If Securities of a series with respect to
which such deposits are made may be subject to later redemption at the option of the Company, the Company shall deposit with the
Trustee on or before the date notice of redemption is given funds sufficient to pay the Redemption
Price of the Securities to be redeemed together with all unpaid interest thereon to the Redemption Date.  Upon such deposit
of funds, the Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 12.04 all funds


 




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or obligations then held and allocable to
the Securities to be redeemed.  In the case of exercise of optional sinking fund payment rights by the Company, at the option
of the Company, upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee shall pay or deliver
over to the Company as excess funds pursuant to Section 12.04 all funds or obligations then held for such series and allocable
to the Securities to be redeemed.


 


Section 12.07      APPLICATION
OF TRUST MONEY.


 


(a)          Neither
the Trustee nor any other Paying Agent shall be required to pay interest on any moneys deposited pursuant to the provisions of
this Indenture, except such as it shall agree with the Company to pay thereon.  Subject to applicable abandoned property laws,
any moneys so deposited for the payment of the principal of, or premium, if any, or interest on the Securities of any series and
remaining unclaimed for two years after the date of the maturity of the Securities of such series or the date fixed for the redemption
of all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other
Paying Agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding,
any rights of the Holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable
only against the Company, and all liability of the Trustee or such other Paying Agent with respect to such moneys shall thereafter
cease.


 


(b)          Subject
to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with
the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities
shall be and are hereby assigned, transferred and set over to the Trustee or such other Paying Agent in trust for the respective
Holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated
from other funds except to the extent required by law.


 


Section 12.08      DEPOSITS
OF NON-US CURRENCIES.  Notwithstanding the foregoing provisions of this Article, if the Securities of any series
are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with
the Trustee (or its agents) under the foregoing provisions of this Article shall be as set forth in the Officer’s Certificate
or established in the supplemental indenture under which the Securities of such series are issued.


 


Article
XIII

IMMUNITY OF CERTAIN PERSONS


 


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


 




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the Securities and as a condition of, and
as part of the consideration for, the execution of this Indenture and the issue of the Securities expressly waived and released.


 


Article
XIV

SUPPLEMENTAL INDENTURES


 


Section 14.01      WITHOUT
CONSENT OF SECURITYHOLDERS.  Except as otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto for any one or more of or all the following purposes:


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)          to
secure any series of Securities;


 


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


 




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


 


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


 


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


 


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


 


(m)         to
permit or facilitate the issue of Securities of any series in uncertificated form;


 


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


 


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


 


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


 


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


 


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


 


Section 14.02      WITH
CONSENT OF SECURITYHOLDERS; LIMITATIONS.


 


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


 




    	 	51	 



     

    

 


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


 


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


 


(iii)        modify
any of the provisions of this Section, Section 7.06 or Section 6.06, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section and Section 6.06, or the deletion of this proviso, in accordance with the requirements of Sections 11.06 and
14.01(f); or


 


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


 


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


 


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


 


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


 


(e)          Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02,
the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of
Securities at their addresses as the same shall then appear in the Register of the Company.  Any failure of the


 




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Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


Section 14.03      TRUSTEE
PROTECTED.  Upon the request of the Company, accompanied by the Officer’s Certificate and Opinion of Counsel
required by Section 16.01, the Trustee shall join with the Company in the execution of said supplemental indenture unless
said supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to, enter into said supplemental indenture.  In
executing a supplemental indenture the Trustee shall be entitled to rely on an Opinion of Counsel that the supplemental indenture
is authorized or permitted by this Indenture.


 


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


 


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


 


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


 


Article
XV

SUBORDINATION OF SECURITIES


 


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


 


Section 15.02      DISTRIBUTION
ON DISSOLUTION, LIQUIDATION AND REORGANIZATION; SUBROGATION OF SECURITIES.  Subject to Section 15.01, upon any
distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of


 




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the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect
to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


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


 


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


 


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


 


(d)          Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders
of Senior Indebtedness (to the extent that distributions otherwise payable to such holder have been applied to the payment of Senior
Indebtedness) to receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness
until the principal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments
or distributions to the Holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities be deemed to be a payment by the Company to or on account of the Securities.  It is understood that the provisions
of this Article XV are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand.  Nothing contained in this Article XV
or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other
than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is unconditional
and absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on the Securities


 




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as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such remedy.  Upon any payment or distribution of
assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Section 15.05, shall
be entitled to conclusively rely upon a certificate of the liquidating trustee or agent or other person making any distribution
to the Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereof and all other facts pertinent thereto or to this Article XV.  Nothing in this Section is intended to apply
to amounts due to the Trustee under Sections 7.05 or 11.01.


 


Section 15.03      NO
PAYMENT ON SECURITIES IN EVENT OF DEFAULT ON SENIOR INDEBTEDNESS.


 


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


 


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


 


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


 


Section 15.05      AUTHORIZATION
OF SECURITYHOLDERS TO TRUSTEE TO EFFECT SUBORDINATION.  Subject to Section 15.01, each Holder of Securities
by his acceptance thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary


 




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or appropriate to effectuate the subordination
as provided in this Article XV and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


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


 


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


 


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


 




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


 


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


 


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


 


Article
XVI

MISCELLANEOUS PROVISIONS


 


Section 16.01      CERTIFICATES
AND OPINIONS AS TO CONDITIONS PRECEDENT.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(a)          the
Company, at 6 Campus Drive, 1st Floor, South Side, Parsippany, NJ 07054, Attention: Rochelle Boas, Facsimile: (973)
753-3140, or at such other address or facsimile number as may have been furnished in writing to the Trustee by the Company.


 


(b)          the
Trustee, at the Corporate Trust Office of the Trustee, Attention:  Travelport Worldwide Limited, Facsimile: (302) 636-4145.


 


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


 




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Section 16.04      NOTICES
TO SECURITYHOLDERS; WAIVER.  Any notice required or permitted to be given to Securityholders shall be sufficiently
given (unless otherwise herein expressly provided),


 


(a)          if
to Holders, if given in writing by first class mail, postage prepaid, to such Holders at their addresses as the same shall appear
on the Register of the Company.


 


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


 


(c)          Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on
such waiver.  In any case where notice to Holders is given by mail;


 


neither the failure to mail such notice nor any defect in any
notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice
that is mailed in the manner herein provided shall be conclusively presumed to have been duly given.  In any case where notice
to Holders is given by publication, any defect in any notice so published as to any particular Holder shall not affect the sufficiency
of such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively
presumed to have been duly given.


 


(d)          Notwithstanding
any other provision of this Indenture, where this Indenture provides for notice of any event (including any notice of redemption
or purchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given
to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee.


 


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


 


Section 16.06      EFFECTS
OF HEADINGS AND TABLE OF CONTENTS.  The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.


 


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


 


Section 16.08      SEPARABILITY
CLAUSE.  In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 




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


 


Section 16.10      COUNTERPARTS
ORIGINALS.  This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same
instrument.  The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes.


 


Section 16.11      GOVERNING
LAW.  This Indenture and the Securities shall be deemed to be contracts made under the law of the State of New York,
and for all purposes shall be governed by and construed in accordance with the law of said State.


 


Section 16.12      CONSENT
TO JURISDICTION.  The Company irrevocably and unconditionally submits, for itself and its property, to the jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Indenture and any of the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment
in any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this
Indenture shall affect any right that the Trustee, Agent, or Holder any otherwise have to bring any action or proceeding relating
to this Indenture against the Company or their properties in the courts of any jurisdiction to enforce any judgment, order or
process entered by such courts situate within the State of New York or to enjoin any violations hereof or for relief ancillary
hereto or otherwise to collect on loans or enforce the payment of any Notes or to enforce, protect or maintain their rights and
Claims or for any other lawful purpose.  The Company further agrees that any action or proceeding brought against either
Trustee, Agent or any Holder, if brought by the Company, shall be brought only in New York State or, to the extent permitted by
law, in such Federal Court.


 


Section 16.13      WAIVER
OF OBJECTIONS TO VENUE.  The Company hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Indenture in any court referred to in Section 16.12 other than a court referred to in
the last sentence thereof that is not referred to elsewhere therein.  Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 


Section 16.14      SERVICE
OF PROCESS.  The Company agrees that so long as any Note or other obligations under this Indenture shall be outstanding,
that it shall maintain a duly appointed agent for the service of summons and other legal process in New York, New York, for purposes
of any legal


 




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action, suit or proceeding brought by the
Trustee, Agent or Holder in respect of the Indenture.  The Company further irrevocably consents, if for any reason there
is no authorized agent for the service of process in New York, to the service of process out of said
courts by mailing copies thereof by registered United States air mail, postage prepaid, to the Company at the address set
forth in Section 16.03.  The serving of process in the manner provided in this Section 16.15 shall be deemed personal
service and accepted by the Company, and shall be valid and bringing upon the Company for all the purposes of any action, suit
or proceeding in any jurisdiction.  Nothing in this Indenture will affect the right of any party to this Indenture to serve
process in any other manner permitted by law.


 


Section 16.15      WAIVER
OF JURY TRIAL.  THE COMPANY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, ANY NOTE OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.16.


 


Section 16.16      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 that are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


Section 16.17      USA
PATRIOT ACT.  The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information
as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.


 




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


 


	 	TRAVELPORT WORLDWIDE LIMITED,
	 	as Issuer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: