Exhibit 4.1(a)


 


  





 



 


 


Toyota Motor Credit Corporation,


 


                              Issuer


 


to


 


The Chase Manhattan Bank, N.A.,


 


                              Trustee


 


                              


 


INDENTURE 


                              


 


 


Dated as of August 1, 1991


 


Debt Securities


 


 


 


 






 







    	 



    	 



    

 








RECONCILIATION
AND TIE SHEET* 


between





PROVISIONS
OF THE TRUST INDENTURE ACT OF 1939





and





INDENTURE
DATED AS OF AUGUST 1, 1991





between





TOYOTA MOTOR
CREDIT CORPORATION





and





THE CHASE
MANHATTAN BANK, N.A.


 








	Section	Section of
	 of Act	Indenture
	 	 
	3.10(a)(1)	606
	3.10(a)(2)	606
	3.10(a)(3)	Inapplicable
	3.10(a)(4)	Inapplicable
	3.10(b)	607
	3.10(c)	Inapplicable
	3.11(a)	603
	3.11(b)	603
	3.11(c)	Inapplicable
	3.12(a)	701(a), 702
	3.12(b)	702
	3.12(c)	702
	3.13(a)	703(a)
	3.13(b)(1)	Inapplicable
	3.13(b)(2)	703(b)
	3.13(c)	703(c)
	3.13(d)	703(c)
	3.14(a)(1)	704
	3.14(a)(2)	704
	3.14(a)(3)	704
	3.14(b)	Inapplicable
	3.14(c)(1)	102
	3.14(c)(2)	102
	3.14(c)(3)	Inapplicable
	3.14(d)	Inapplicable
	3.14(e)	102
	3.14(f)	Omitted
	3.15(a)	601
	3.15(b)	611
	3.15(c)	601
	3.15(d)	601



 






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	3.15(e)	514
	3.16(a)(1)	512
	3.16(a)(2)	Omitted
	3.16(b)	508
	3.17(a)	503, 504
	3.17(b)	1003
	3.18(a)	108
	 	 







 


 






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TABLE OF CONTENTS


 


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ARTICLE
ONE


 


Definitions
and Other Provisions of General Application


 


	Section 101     Definitions	
	 	 
	Act	2
	Additional Amounts	2
	Affiliate	2
	Authenticating Agent	2
	Authorized Newspaper	3
	Bearer Security	3
	Board of Directors	3
	Board Resolution	3
	Business Day	3
	CEDEL S.A.	3
	Commission	3
	Company	3
	Company Request	3
	Consolidated Net Tangible Assets	3
	Corporate Trust Office	4
	Corporation	4
	Coupon	4
	Currency	4
	Currency Indexed Security	4
	Defaulted Interest	4
	Dollars	4
	Euroclear	4
	Event of Default	4
	Government Obligations	4
	Holder	5
	Indenture	5
	Independent Public Accountants	5
	Indexed Security	5
	Interest	5
	Interest Payment Date	5
	Legal Holiday	5
	Maturity	5
	Office or Agency	5
	Officer’s Certificate	6
	Opinion of Counsel	6
	Original Issue Discount Security	6



 






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	Outstanding	6
	Paying Agent	7
	Person	7
	Place of Payment	7
	Predecessor Security	7
	Redemption Date	7
	Redemption Price	7
	Registered Security	8
	Regular Record Date	8
	Responsible Officer	8
	Security or Securities	8
	Security Register	8
	Special Record Date	8
	Stated Maturity	8
	Subsidiary	8
	Trust Indenture Act	8
	Trustee	8
	United States	9
	United States Alien	9
	U.S. Depositary	9
	Vice President	9
	Voting Stock	9




	Section 102	Compliance Certificates and Opinions	9
	Section 103	Form of Documents Delivered to Trustee	9
	Section 104	Acts of Holders	10
	Section 105	Notices, etc. to Trustee and Company	12
	Section 106	Notice to Holders of Securities; Waiver	12
	Section 107	Language of Notices	13
	Section 108	Conflict with Trust Indenture Act	13
	Section 109	Effect of Headings and Table of Contents	13
	Section 110	Successors and Assigns	13
	Section 111	Separability Clause	14
	Section 112	Benefits of Indenture	14
	Section 113	Governing Law	14
	Section 114	Legal Holidays	14



 






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	ARTICLE TWO
	 
	Securities Forms
	 
	Section 201	Forms Generally	14
	Section 202	Form of Trustee’s Certificate of Authentication	15
	Section 203	Securities in Global Form	15
	 	 	 
	ARTICLE THREE
	 
	The Securities
	 
	Section 301	Amount Unlimited: Issuable in Series	16
	Section 302	Currency; Denominations	19
	Section 303	Execution, Authentication, Delivery and Dating	19
	Section 304	Temporary Securities	21
	Section 305	Registration, Transfer and Exchange	22
	Section 306	Mutilated, Destroyed, Lost and Stolen Securities	25
	Section 307	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved	26
	Section 308	Persons Deemed Owners	28
	Section 309	Cancellation	28
	Section 310	Computations of Interest	29
	 	 	 
	ARTICLE FOUR
	 
	Satisfaction and Discharge
	 
	Section 401	Satisfaction and Discharge	29
	Section 402	Satisfaction, Discharge and Defeasance	30
	Section 403	Application of Trust Money	32
	 	 	 
	ARTICLE FIVE
	 
	Remedies
	 
	Section 501	Events of Default	33
	Section 502	Acceleration of Maturity; Rescission and Annulment	34
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	35
	Section 504	Trustee May File Proofs of Claim	36
	Section 505	Trustee  May Enforce Claims without Possession of Securities or Coupons	37



 






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	Section 506	Application of Money Collected	37
	Section 507	Limitation on Suits	37
	Section 508	Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts	38
	Section 509	Restoration of Rights and Remedies	38
	Section 510	Rights and Remedies Cumulative	38
	Section 511	Delay or Omission Not Waiver	39
	Section 512	Control by Holders of Securities	39
	Section 513	Waiver of Past Defaults	39
	Section 514	Undertaking for Costs	40
	 	 	 
	ARTICLE SIX
	 
	The Trustee
	 
	Section 601	Certain Rights of Trustee	40
	Section 602	Not Responsible for Recitals or Issuance of Securities	41
	Section 603	May Hold Securities	41
	Section 604	Money Held in Trust	42
	Section 605	Compensation and Reimbursement	42
	Section 606	Corporate Trustee Required; Eligibility	42
	Section 607	Resignation and Removal; Appointment of Successor	43
	Section 608	Acceptance of Appointment by Successor	44
	Section 609	Merger, Conversion, Consolidation or Succession to Business	45
	Section 610	Appointment of Authenticating Agent	46
	Section 611	Notice of Defaults	47
	 	 	 
	ARTICLE SEVEN
	 
	Holders’ Lists and Rports by Trustee and Company
	 
	Section 701	Company to Furnish Trustee Names and Addresses of Holders	48
	Section 702	Preservation of Information; Communications to Holders	48
	Section 703	Reports by Trustee	48
	Section 704	Reports by Company	49
	 	 	 
	ARTICLE EIGHT
	 
	Consolidation, Merger and Sales
	 
	Section 801	Company May Consolidate, Etc., Only On Certain Terms	49



 






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	Section 802	Successor Person Substituted for Company	50
	 	 	 
	ARTICLE NINE
	 
	Supplemental Indentures
	 
	Section 901	Supplemental Indentures without Consent of Holders	50
	Section 902	Supplemental Indentures with Consent of Holders	52
	Section 903	Execution of Supplemental Indentures	53
	Section 904	Effect of Supplement Indentures	53
	Section 905	Reference in Securities to Supplemental Indentures	53
	 	 	 
	ARTICLE TEN
	 
	Covenants
	 
	Section 1001	Payment of Principal and any Premium, Interest and Additional Amounts	53
	Section 1002	Maintenance of Office or Agency	54
	Section 1003	Money for Securities Payments to Be Held in Trust	55
	Section 1004	Additional Amounts	56
	Section 1005	Limitations on Liens	57
	Section 1006	Company Statement as to Compliance; Notice of Certain Defaults	58
	Section 1007	Waiver of Certain Covenants	59
	 	 	 
	ARTICLE ELEVEN
	 
	Redemption of Securities
	 
	Section 1101	Applicability of Article	59
	Section 1102	Election to Redeem; Notice to Trustee	59
	Section 1103	Selection by Trustee of Securities to be Redeemed	59
	Section 1104	Notice of Redemption	60
	Section 1105	Deposit of Redemption Price	61
	Section 1106	Securities Payable on Redemption Date	61
	Section 1107	Securities Redeemed in Part	62
	 	 	 
	ARTICLE TWELVE
	 
	Sinking Funds
	 
	Section 1201	Applicability of Article	63
	Section 1202	Satisfaction of Sinking Fund Payments with Securities	63



 






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	Section 1203	Redemption of Securities for Sinking Fund	64
	 	 	 
	ARTICLE THIRTEEN
	 
	Repayment at the Option of Holders
	 
	Section 1301	Applicability of Article	64
	 	 	 
	ARTICLE FOURTEEN
	 
	Securities in Foreign Currencies
	 
	Section 1401	Applicability of Article	64
	 	 	 
	ARTICLE FIFTEEN
	 
	Meetings of Holders of Securities
	 
	Section 1501	Purposes for Which Meetings May Be Called	65
	Section 1502	Call, Notice and Place of Meetings	65
	Section 1503	Persons Entitled to Vote at Meetings	66
	Section 1504	Quorum; Action	66
	Section 1505	Determination of Voting Rights; Conduct and Adjournment of Meetings	67
	Section 1506	Counting Votes and Recording Action of Meetings	68







 


 






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INDENTURE,
dated as of August 1, 1991 (the “Indenture”), between Toyota Motor Credit Corporation, a corporation duly organized
and existing under the laws of the State of California (hereinafter called the “Company”), having its principal executive
office located at 19001 South Western Avenue, Torrance, California 90509, and The Chase Manhattan Bank, N.A., a national banking
association duly organized and existing under the laws of the United States of America (hereinafter called the “Trustee”),
having its Corporate Trust Office located at One New York Plaza, New York, New York 10081.


 


Recitals


 


The Company
has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
and unsubordinated debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited
as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and
to have such other provisions as shall be fixed as hereinafter provided. All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.


 


This Indenture
is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall
be governed by such provisions.


 


Now, Therefore,
This Indenture Witnesseth:


 


For and in
consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Securities and any Coupons (as herein defined) as follows:


 




    	 



    	 



    

ARTICLE
One



Definitions and Other Provisions of General Application


 


Section
101Definitions.


 


Except as
otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this
Indenture:


 


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


 


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


 


(3)       all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
in the United States at the date of such computation;


 


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


 


(5)       the
word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”,
not “either A or B but not both”).


 


Certain terms
used principally in certain Articles hereof are defined in those Articles.


 


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


 


“Additional
Amounts” means any additional amounts which are required hereby or by any Security,
under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified
therein and which are owing to such Holders.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section






     2


     

    

 


6.10 to act on behalf of the Trustee to authenticate Securities of one or more series.


 


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


 


“Bearer
Security” means any Security in the form established pursuant to Section 201 which is
payable to bearer.


 


“Board
of Directors” means the board of directors of the Company or any committee of that board
duly authorized to act generally or in any particular respect for the Company hereunder.


 


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


 


“Business
Day”, with respect to any Place of Payment or other location, means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a Legal Holiday in such Place of Payment or other location.


 


“CEDEL
S.A.” means Centrale de Livraison de Valeurs Mobilieres S.A.


 


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


 


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


 


“Company
Request” and “Company Order” mean, respectively, a written request or order,
as the case may be, signed in the name of the Company by the Chairman of the Board of Directors, a Vice Chairman, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.


 


“Consolidated
Net Tangible Assets” means the aggregate amount of assets (less applicable reserves
and other properly deductible items) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade
names, trademarks, patents, unamortized debt discount and


 






     3


     

    

 


expense
and other like intangibles of the Company and its consolidated subsidiaries, all as set forth on the most recent balance sheet
of the Company and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located
at the address specified in the first paragraph of this instrument.


 


“Corporation”
includes corporations and, except for purposes of Article Eight, associations, companies
and business trusts.


 


“Coupon”
means any interest coupon appertaining to a Bearer Security.


 


“Currency”
or “Money”, with respect to any payment, deposit or other transfer in respect
of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means the unit or units
of legal tender for the payment of public and private debts (or any composite thereof) in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof and, with respect to any other payment, deposit or transfer
pursuant to or contemplated by the terms hereof, means Dollars.


 


“Currency
Indexed Security” means any Security with the amount of principal payments determined
by reference to an index Currency.


 


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


 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of
public or private debts in the United States of America.


 


“Euroclear”
means the operator of the Euroclear System.


 


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


 


“Government
Obligations”, with respect to any Security, means (i) direct obligations of
the government or governments which issued the Currency in which the principal of or any premium or interest on such Security
or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are
supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of such government or governments, in each case where the payment or
payments thereunder are unconditionally guaranteed as a full faith and credit obligation by such government or governments,
and which, in the case of (i) or (ii) above, are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is


 






     4


     

    

 


not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by
the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such depository receipt.


 


“Holder”,
in the case of any Registered Security, means the Person in whose name such Security is registered in the Security Register and,
in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof.


 


“Indenture”
means this instrument as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by
the terms and provisions of such Security and any Coupon appertaining thereto established pursuant to Section 301 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof).


 


“Independent
Public Accountants” means accountants or a firm of accountants that, with respect to
the Company and any other obligor under the Securities or the Coupons, are independent public accountants within the meaning of
the Securities Act of 1933, as amended, and therules and regulations promulgated by the Commission thereunder, who may be
the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating
to the Indenture or certificates required to be provided hereunder.


 


“Indexed
Security” means a Security the terms of which provide that the principal amount thereof
payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.


 


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


 


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


 


“Legal
Holiday”, with respect to any Place of Payment or other location, means a Saturday,
a Sunday or a day on which banking institutions or trust companies in such Place of Payment or other location are not authorized
or obligated to be open.


 


“Maturity”,
with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due
and payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice
of redemption, notice of option to elect repayment or otherwise, and includes any Redemption Date.


 


“Office
or Agency”, with respect to any Securities, means an office or agency of the Company
maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the
Company maintained or designated for such Securities


 






     5


     

    

 


pursuant
to Section 1002 or, to the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust
Office of the Trustee.


 


“Officer’s
Certificate” means a certificate signed by the Chairman, the Vice Chairman, the President,
a Vice President or the Treasurer of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture
Act and is delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or counsel
for the Company or other counsel who shall be reasonably acceptable to the Trustee, that complies with the requirements of Section
3l4(e) of the Trust Indenture Act.


 


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


 


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


 


(i)       any
such Security theretofore canceled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar
for cancellation;


 


(ii)       any
such Security or portions thereof for whose payment at the Maturity thereof Money in the necessary amount has been theretofore
deposited pursuant hereto 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 and any Coupons appertaining
thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


 


(iii)       any
such Security with respect to which the Company has effected defeasance pursuant to Section 402; and


 


(iv)       any
such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that
such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum
purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination
and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant
to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon
a 


 




     6


     

    

declaration of acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount
of any Security denominated other than in Dollars that may be counted in making such determination and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined by the Company as of a record date or date specified by the
Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (i) above) of such Security, and (iii) the principal amount
of any Indexed Security that may be counted in making such determination and that shall be deemed outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security (other than a Currency Indexed Security) at original issuance,
unless otherwise provided in or pursuant to this Indenture, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledge establishes
to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that
the pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining thereto or any Affiliate of
the Company or such other obligor.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of, or any premium
or interest on, or any Additional Amounts with respect to any Security or any Coupon on behalf of the Company.


 


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


 


“Place
of Payment”, with respect to any Security, means the place or places where the principal
of, or any premium or interest on, or any Additional Amounts with respect to such Security is payable as provided in or pursuant
to this Indenture.


 


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


 


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


 


“Redemption
Price” with respect to any Security or portion thereof to be redeemed,


 






     7


     

    

 


means the price at which it is to be redeemed as determined by or pursuant to this Indenture.


 


“Registered
Security” means any Security established pursuant to Section 201 which is registered
in the Security Register.


 


“Regular
Record Date” for the interest payable on any Registered Security on any Interest Payment
Date therefor means the date, if any, specified in or pursuant to this Indenture as the “Regular Record Date”.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also means.
with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.


 


‘Security”
or ‘Securities” means any Security or Securities, as the case may be, authenticated
and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under
this Indenture, ‘Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


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


 


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


 


“Stated
Maturity”, with respect to any Security or any installment of principal thereof or
interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture as
the fixed date on which the principal of such Security or such installment of principal or interest is or such Additional Amounts
are due and payable.


 


“Subsidiary”
means any Corporation of which at the time of determination the Company or one or more Subsidiaries
owns or controls directly or indirectly more than 50% of the shares of Voting Stock.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference
herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended
or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or
in furtherance of the purposes of such Act or provision, as the case may be.


 


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


 




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the Securities
of any series shall mean the Trustee with respect to the Securities of such series.


 


“United
States”, except as otherwise provided herein or in any Security, means the United States
of America (including the states thereof and the District of Columbia), its territories and possessions and other areas subject
to its jurisdiction.


 


“United
States Alien”, except as otherwise provided in or pursuant to this Indenture, means
any person who, for United States Federal Income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust.


 


“U.S.
Depositary” or “Depositary” means, with respect to any Security issuable
or issued in the form of one or more global Securities, the Person designated as U.S. Depositary or Depositary by the Company
pursuant to this Indenture, which Person, if required by any applicable law, regulation or exchange requirement, must be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person, “U.S. Depositary” or “Depositary”
shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities.


 


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


 


“Voting
Stock” means stock of a Corporation of the class or classes having general voting power
under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Corporation,
provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event
shall not be considered voting stock whether or not such event shall have happened.


 


Section
102Compliance Certificates and Opinions.


 


Upon any
application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an 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, if any, have been complied with, except that in the case of any such application or request as
to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished. Each such Officer’s Certificate
and Opinion of Counsel shall comply with Section 314(e) of the Trust Indenture Act.




 




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Section
103Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section
104Acts of Holders.


 


(a)       Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing,
at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen,
or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced hereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at
any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of
the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made
in the manner


 




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provided
in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.


 


Without limiting
the generality of this Section, unless otherwise provided in or pursuant to this Indenture, a Holder, including a U.S. Depositary
that is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this indenture to be made,
given or taken by Holders, and a U.S. Depositary that is a Holder of a global Security may provide for the beneficial owners of
interests in any such global Security to direct such U.S. Depositary in taking such action through such U.S. Depositary’s
standing instructions and customary practices. The U.S. Depositary shall report only one result of its solicitation of proxies
to the Trustee.


 


(b)       The
fact and date of the execution by any Person of any such instrument of writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.


 


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


 


(d)       The
ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed,
as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Company, wherever situated,
if such certificate shall be deemed by the Company and the Trustee to be satisfactory, showing that at the date therein mentioned
such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may
be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed
by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered
in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount
and serial numbers of Bearer Securities held by the Person so executing such Instrument or writing and the date of the commencement
and the date of the termination of holding the same may also be proved in any other manner which the Company and the Trustee deem
sufficient.


 


(e)       If
the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company shall, by Board
Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act. Such request, demand, authorization, direction, notice,
consent, 


 




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waiver or other
Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business
on such record date shall be deemed to be the Holders for the purpose of determining whether Holders of the requisite proportion
of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders of Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months after the record date.


 


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


 


Section
105Notices, etc. to Trustee and Company.


 


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


 


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


 


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


 


Section
106Notice to Holders of Securities; Waiver.


 


Except as
otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities
of any event,


 


(1)       such
notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class mail postage
prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security
Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and


 




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(2)       such
notice shall be sufficiently given to Holders of Bearer Securities, if any, if published in Authorized Newspaper in The City of
New York and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in
such city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the
first such publication to be not earlier than the earliest date and not later than the latest date prescribed for the giving of
such notice.


 


In any case
where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein.
Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


In case by
reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders
of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as
provided above.


 


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 of Securities
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


Section
107Language of Notices.


 


Any request,
demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice may be in an official language of the country of
publication.


 


Section
108Conflict with Trust Indenture Act.


 


If any provision
hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.


 






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Section
109Effect 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
110Successors and Assigns.


 


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


 


Section
111Separability Clause.


 


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


 


Section
112Benefits of Indenture.


 


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


 


Section
113Governing Law.


 


This Indenture,
the Securities and any Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed in said state.


 


Section
114Legal Holidays.


 


In any case
where any Interest Payment Date, stated Maturity or Maturity of any Security shall be a Legal Holiday in The City of New York
or at any place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than
a provision in this Indenture, any Security or Coupon that specifically states that such provision shall apply in lieu of this
section) payment need not be made at such Place of Payment on such date, but may be made on the next succeeding day that is a
Business Day in The City of New York and at such place of payment with the same force and effect as if made on the Interest Payment
Date or at the Stated Maturity or Maturity, and no interest shall accrue on the amount payable on such date or at such time for
the period from and after such Interest Payment Date or Stated Maturity
or Maturity, as the case may be.


 




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ARTICLE
Two



Securities Forms


 


Section
201Forms Generally.


 


Each Registered
Security, Bearer Security, Coupon and temporary global Security issued pursuant to this Indenture shall be in the form established
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental
hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as
may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.


 


Unless otherwise
provided in or pursuant to this Indenture, the Securities shall be issuable in registered form without Coupons and shall not be
issuable upon the exercise of warrants.


 


Definitive
Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on
a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of
the Company executing such Securities or Coupons, as evidenced by their execution of such Securities or Coupons.


 


Section
202Form of Trustee’s Certificate of Authentication.


 


Subject to
Section 610, the Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 


 





	 	THE
CHASE MANHATTAN BANK, N.A.,





as
Trustee


	 	 
	 	 
	 	By: 	
	 	 	Authorized Officer






 


Section
203Securities in Global Form.


 


If Securities
of a series shall be issuable in global form, as specified in and contemplated


 






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by
Section 301, any such Security or Securities may provide that it or they shall represent the aggregate amount of all outstanding
Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and
may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or
reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease
in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner
and by such Person or Persons as shall be specified in the Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been or simultaneously is, delivered, any instructions
by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an
Officer’s Certificate and need not be accompanied by an Opinion of Counsel.


 


ARTICLE
Three



The Securities


 


Section
301Amount Unlimited: Issuable in Series.


 


The aggregate
principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may
be issued in one or more series.


 


With respect
to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution
and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto,


 


(1)       the
title of such Securities and the series in which such Securities shall be included:


 


(2)       any
limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated
and delivered under this Indenture (except for securities authenticated and delivered upon registration or transfer of, or in
exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306 or 1107 or the terms of such Securities);


 


(3)       if
such Securities are to be issuable as Registered Securities, Bearer Securities or alternatively as Bearer Securities and
Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any
restrictions applicable
to the offer, sale or delivery of the Bearer Securities, and the terms, if any, upon which Bearer Securities may be exchanged
for Registered Securities and vice versa;


 




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(4)       if
any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether
beneficial owners of interests in any such global Security may exchange such interests for securities of the same series and of
like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other
than in the manner specified in Section 305, and (ii) the name of the Depositary or the U.S. Depositary, as the case may
be, with respect to any global Security;


 


(5)       if
any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security
or global security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);


 


(6)       if
any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer
Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary
Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary
Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon
which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable
on such Interest Payment Date;


 


(7)       the
date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal of such
Securities is payable;


 


(8)       the
rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates
are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which
such date or dates are to be determined, the Interest Payment Dates, if any, on which such interests shall be payable and the
Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, whether and under
what circumstances Additional Amounts on such Securities or any of them shall be payable, and the basis upon which interest shall
be calculated if other than that of a 360-day year of twelve 30-day months;


 


(9)       if
in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, any premium
and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered
Securities may be surrendered for registration of transfer, any of such Securities may be surrendered for exchange and notices
or demands to or upon the Company in respect of such Securities and this Indenture may be served;


 


(10)       whether
any of such Securities are to be redeemable at the option of the Company and, if so, the period or periods within which, the price
or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the
option of the Company;


 






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(11)       whether
the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or at the option of any Holder
thereof and, if so, the period or periods within which, the price or prices at which and the other terms and conditions upon which
such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing
of such Securities so redeemed or purchased;


 


(12)       the
denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of
$1,000 and any integral multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall
be issuable if other than the denomination of $5,000;


 


(13)       if
other than the principal amount thereof, the portion of the principal amount of any of such securities that shall be payable,
upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be
determined;


 


(14)       if
other than Dollars, the Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities shall be payable;


 


(15)       if
the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable,
at the election of the Company or a Holder thereof or otherwise, in a Currency other than that in which such Securities are stated
to be payable, the period or periods within which, and the other terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to
be payable and the Currency in which such Securities or any of them are to be so payable;


 


(16)       whether
the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may
be determined with reference to an index, formula or other method or methods (which index, formula or method may be based, without
limitation, on one or more Currencies, commodities securities, equity indices or other indices), and, if so, the terms and conditions
upon which and the manner in which such amounts shall be determined and paid or payable;


 


(17)       any
deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of
such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;


 


(18)       the
applicability, if any, of Section 402 to any of such Securities and any provisions in modification of, in addition to or in lieu
of any of the provisions of Section 402;


 






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(19)       if
any of such Securities are to be issuable upon the exercise of warrants, this shall be so established and (if established by Board
Resolution) so set forth, as well as the time, manner and place for such Securities to be authenticated and delivered;


 


(20)       if
any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue
or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other
conditions, then the form and terms of such certificates, documents or conditions;


 


(21)       if
there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar,
Paying Agent or Authenticating Agent with respect to such securities,


 


(22)       any
other terms of such Securities which the Company may establish in accordance with Section 901.


 


All Securities
of any one series and all Coupons, it any, appertaining to Bearer Securities of such series shall be substantially identical except
as to Currency of payments due thereunder, denomination and the rate or rates of interest, if any, the method or methods, if any,
by which such rate or rates are to be determined, and Maturity, the date from which Interest, if any, shall accrue and except
as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth is the Officer’s Certificate
or in any indenture or indentures supplemental hereto pertaining to such series of Securities. All Securities of any one series
need not be issued at the same time and, unless otherwise so provided by the Company, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such series of Securities.


 


If any of
the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the
terms of such series.


 


Section
302Currency; Denominations.


 


Unless
otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts
with respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture,
Registered Securities denominated in Dollars shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and Bearer Securities denominated in Dollars shall be issuable in the denominations of
$5,000. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such
Securities as provided in or pursuant to this Indenture.


 


Section
303Execution, Authentication, Delivery and Dating.


 


Securities
shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President, its Treasurer
or one of its Vice Presidents under its corporate


 






     19


     

    

 


seal
reproduced thereon. Coupons shall be executed on behalf of the Company by its President, its Treasurer or any one of its Vice
Presidents or Assistant Treasurers. The signature of any of these officers on the securities or any Coupons appertaining thereto
may be manual or facsimile.


 


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


 


At any time
and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities, together with any
Coupons appertaining thereto, executed by the Company, to the Trustee for authentication and, provided that the Board Resolution
and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section
301 and a Company Order for the authentication and delivery of such Securities has been delivered to the Trustee, the Trustee
in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver
such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation
to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon,


 


(i)       an
Opinion of Counsel stating to the effect that:


 


(a)       the
form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this
Indenture:


 


(b)       all
conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have
been complied with and that such Securities, and Coupons, when completed by appropriate insertion and executed and delivered
by the Company to the Trustee for authentication pursuant to this Indenture, and 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
legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally,
and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel may state, however, that
enforceability of the Securities and Coupons, if any, is subject to the effect of general principals of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;


 






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(c)       all
laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been
complied with; and


 


(d)       as
to such other matters as the Trustee may reasonably request; and


 


(ii)       an
Officer’s Certificate stating that, all conditions precedent to the authentication and delivery of such Securities and Coupons,
if any, appertaining thereto, have been complied with and to the best knowledge of the Persons executing such certificate, no
event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities has occurred
and is continuing.


 


If all the
Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel or an Officer’s
Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall
be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate
request by the Company that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification
by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities
continue to have been complied with.


 


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


 


Each Registered
Security shall be dated the date of its authentication. Each Bearer Security and any temporary Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.


 


No
Security or Coupon appertaining thereto 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 is the form provided for in
Section 202 or 610 executed by or on behalf of the Trustee, by the manual signature of one of its authorized officers or by
the Authenticating Agent. Such certificate of authentication upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 306 or 307,
the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have
been detached and cancelled.


 


Section
304Temporary Securities.


 


Pending the
preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee
shall authenticate and deliver, in the manner


 






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provided
in Section 303, temporary securities, in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued,
in registered form, or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons
and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in
global form.


 


Except in
the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary
Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation
of definitive securities of the same series and containing terms and provisions that are identical to those of any temporary Securities,
such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at
an Office or Agency for such Securities, without regard to any Holder thereof. Upon surrender for cancellation of any one or more
temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of
the same series and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as
provided in or pursuant to this Indenture. shall be delivered in exchange for a temporary Registered Security; and provided, further,
that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary
global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.


 


Section
305Registration, Transfer and Exchange.


 


With respect
to the Registered Securities of each series, if any, the Company shall cause to be kept a register ( each such register bring
herein sometimes referred to as “Security Register”) at an Office or Agency for such series which, subject to such
reasonable regulation as it may prescribe, the Company shall provide for the registration of the Registered Securities of such
series and of transfers of the Registered Securities of such series. In the event that the Trustee shall not be the Security Registrar,
it shall have the right to examine the Security Register at all reasonable times. The Trustee is hereby initially appointed as
Security Registrar for each series of Securities. In the event that the Trustee shall cease to be Security Registrar with respect
to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times.


 


Upon surrender
for registration of transfer of any Registered Security of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal
amount bearing a number not contemporaneously outstanding and containing


 






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identical
terms and provisions.


 


At the option
of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive.


 


If provided
in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in
or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged
at any Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee
in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may
be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent
any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside
the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such
Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related
date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security,
such Coupon shall be returned, to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the
case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when
due in accordance with the provisions of this Indenture.


 


If provided
in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities
of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this
Indenture with respect to such series.


 






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Whenever
any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depositary is at any time unwilling, unable or ineligible to continue as
Depositary and a successor depository is not appointed by the Company within 60 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global
Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the
Securities of that series. If the beneficial owners of interests in a global Security are entitled to exchange such interests
for definitive Securities, then without unnecessary delay but in any event not later than the earliest date on which such
interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations
as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of, such global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S.
Depositary or such other Depositary as shall be specified in the Company Order with respect thereto. and in accordance with
instructions given to the Trustee and the U.S. Depositary or such other Depositary, as the case may be (which instructions
shall be in writing but need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an
opinion of Counsel), as shall be specified in the Company Order with respect thereto, to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such
surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the
global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same series and containing identical terms to be
redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to
this Indenture) no Bearer Security delivered in exchange a for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be
returned by the Trustee to such Depositary or U.S. Depositary, as the case may be, or such other Depositary or U.S.
Depositary referred to above, in accordance with the instructions of the Company referred to above. If a Registered Security
is issued in exchange for any portion of a global Security after the close of business at the Office


 






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or
Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before
the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.


 


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


 


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


 


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


 


Except as
otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to Issue, register the transfer
of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for
redemption of Securities of like tenor and the same series under Section 1103 and ending at the close of business on the day of
such selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole
or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that
such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered
Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of
this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has
been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


 


Section
306Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated
Security or a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same


 






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series
containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to the surrendered Security.


 


If there
be delivered to the Company and to the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any
Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or Coupon has been acquired
by a bona fide purchaser, the Company shall execute and, upon the Company’s request the Trustee shall authenticate and deliver,
in exchange for or in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series
containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons corresponding
to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost
or stolen Coupon appertains.


 


Notwithstanding
the foregoing provisions of this Section in case any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon;
provided, however, that payment of principal of, any premium or interest on or any Additional Amounts with respect to any Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and
any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining
thereto.


 


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


 


Every new
Security, with any Coupons appertaining thereto issued pursuant to this Section in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of
the Company, whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or
stolen Coupon, 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 such series and any Coupons, if any, duly issued hereunder.


 


The provisions
of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall
be 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 or Coupons.


 






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Section
307Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional
Amounts Preserved.


 


Unless otherwise
provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are 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 as of the close of business on the Regular Record
Date for such interest. Unless otherwise provided in or pursuant to this Indenture, in case a Bearer security is surrendered in
exchange for a Registered Security after the close of business at an Office or Agency for such Security on any Regular Record
Date therefor and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest shall not be
payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but shall
be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.


 


Unless otherwise
provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered
Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below:


 


(1)       The
Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security shall be
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed
in the following manner. The, Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on such Registered 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 on or prior to the date of the proposed payment, such
Money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this
clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class mail postage prepaid, to the Holder of such
Registered Security at his address as it appears in the Security Register not less than 10 days prior to such Special Record
Date. The Trustee may, in its discretion, in the name and at the expense of the Company cause a similar


 






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notice to be published at least once in an Authorized Newspaper of general circulation in The City
of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Person in whose name such Registered Security shall be registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security is
surrendered at the Office or Agency for such Security in exchange for a Registered Security after the close of business at such
Office or Agency on any Special Record Date and before the opening of business at such Office or Agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such proposed
date of payment and Defaulted Interest shall not be payable on such proposed date of payment in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with
the provisions of this Indenture.


 


(2)       The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Security 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 payment shall be deemed practicable by the
Trustee.


 


At the option
of the Company, interest on Registered Securities may be paid by mailing a check to the address of the person entitled thereto
as such address shall appear in the Security Register.


 


Subject to
the foregoing provisions of this Section and Section 305, each Security de1ivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


Section
308Persons Deemed Owners.


 


Prior
to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the person in whose name such Registered Security is registered in the Security Register as
the owner of such Registered Security for the purpose of receiving payment of principal of, any premium and (subject to
Sections 305 and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other
purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the
Company, nor the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Company,
the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon
as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all
other


 






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purposes
whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and neither the Company, nor
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder
of any beneficial interest in any global Security held on its behalf by a Depositary shall have any rights under this indenture
with respect to such global Security, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company
or the Trustee as the owner of such global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.


 


Section
309Cancellation.


 


All Securities
and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any Manner whatsoever, and all Securities so delivered shall be cancelled promptly
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities and Coupons held by the Trustee
shall be destroyed by the Trustee, unless by a Company Order, the Company directs their return to it.


 


Section
310Computations of Interest.


 


Except as
otherwise provided in or pursuant to this Indenture, interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.


 


ARTICLE
Four



Satisfaction and Discharge


 


Section
401Satisfaction and Discharge.


 


Upon
the direction of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any
series of Securities specified in such Company Order (except as to any surviving rights of registration of transfer or
exchange of Securities of such series herein expressly provided for and any right to receive Additional Amounts) and any
Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when


 






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(1)       either


 


(A)
all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons
appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing
after such exchange whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and Coupons
of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in section 306, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender
has been waived as provided in Section 1106, and (iv) Securities and Coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)
all Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation


 


(i)       have
become due and payable, or


 


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


 


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


 


and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose. Money in an amount sufficient to pay and discharge the entire indebtedness on such Securities
and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any
premium and interest on, and any Additional Amounts with respect to such Securities and any Coupons appertaining thereto, to the
date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may
be:


 


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


 


(3)       The
Company has delivered to the Trustee to Officer’s Certificate and an opinion of Counsel, each stating that all conditions
precedent herein provided for relating


 






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to
the satisfaction and discharge of this Indenture as to such series have been complied with.


 


In the event
there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee
and if the other conditions thereto are met.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the
Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.


 


Section
402Satisfaction, Discharge and Defeasance.


 


If provision
is made in or pursuant to this Indenture for defeasance of securities of any series and any Coupons appertaining thereto pursuant
to this Section, the Company shall be deemed to have paid and discharged the entire Indebtedness on all the Outstanding Securities
of such series and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness when


 


(1)       either


 


(A)       with
respect to all Outstanding Securities of such series and any Coupons appertaining thereto,


 


(i)       the
Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for such purpose, an amount
sufficient to pay and discharge the entire indebtedness on such Securities and any Coupons appertaining thereto for the principal
of, any premium and interest on, and any Additional Amounts with respect to such Securities and any Coupons appertaining thereto
to the Maturity thereof as contemplated by the penultimate paragraph of this Section; or


 


(ii) the
Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of Government
Obligations applicable to such Securities or any Coupons appertaining thereto (determined on the basis of the Currency in which
such Securities or any Coupons appertaining thereto are specified as Payable
at the Maturity thereof) as shall, together with the income to accrue thereon without consideration of any reinvestment thereof,
be sufficient to pay and discharge the entire indebtedness on all such Securities and any Coupons appertaining thereto for the
principal of, any premium or interest on or Additional Amounts with respect to such 


 




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Securities and any Coupons appertaining thereto
to the Maturity thereof, as contemplated by the penultimate paragraph of this Section; or


 


(B)       the
Company has properly fulfilled such other means of satisfaction and discharge as is provided in or pursuant to this Indenture
for the Securities of such series; and


 


(2)       the
Company has paid or caused to be paid, all other sums payable hereunder with respect to the Outstanding Securities of such series
and any Coupons appertaining thereto; and


 


(3)       the
Company has paid all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying
out the provisions of this Indenture; and


 


(4)       the
Company has delivered to the Trustee a Certificate signed by Independent Public Accountants certifying as to the sufficiency of
the amounts deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of the principal of, any premium and
interest on and any Additional Amounts with respect to such Securities and any Coupons appertaining thereto on the dates such
payments are due, an Officer’s Certificate and an Opinion of Counsel, each such Certificate and Opinion stating that no
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities
shall have occurred and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire
indebtedness on all Outstanding Securities of any such series and any Coupons appertaining thereto shall have been complied with;
and


 


(5)       the
Company has delivered to the Trustee


 


(A)       an
opinion of independent counsel to the Trustee that the Holders of the Securities of such series and any Coupons appertaining thereto
shall have no federal income tax consequences as a result of such deposit and termination; and


 


(B)       if
the Securities of such series are then listed on the New York Stock Exchange, an opinion of independent counsel that the Securities
of such series shall not be delisted as a result of the exercise of this option.


 


Any
deposits with the Trustee referred to in subsection (1)(A) of this Section shall be irrevocable and shall be made under the
terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities of such
series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement or otherwise, the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 






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Upon the
satisfaction of the conditions set forth in this Section 402 with respect to all the Outstanding Securities of any series and
any Coupons appertaining thereto, the terms and conditions of such series (including the terms and conditions with respect thereto
set forth in this Indenture, other than the provisions of Sections 305, 306 and 1002 and other than the right of Holders of Securities
of such series and any Coupons appertaining thereto to receive, from the trust fund described in this Section, payment of the
principal of, any premium or the interest on, or any Additional Amounts with respect to such Securities and any Coupons appertaining
thereto when such payments shall be due) shall no longer be binding upon, or applicable to, the Company; provided that the Company
shall not be discharged from any payment obligations in respect of Securities of such series or any Coupons appertaining thereto
which are deemed not to be Outstanding under clause (iii) of the definition of Outstanding if such obligations continue to
be valid obligations of the Company under applicable law and the rights, obligations and immunities of the Trustee hereunder,
including but not limited to Section 605, shall continue.


 


Section
403Application of Trust Money.


 


Subject to
the provisions of the last paragraph of Section 1003, all Money and Government Obligations deposited with the Trustee pursuant
to Section 401 or 402 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons
and this Indenture, to the payment, either directly or through the Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts
for whose payment such money has or Government obligations have been deposited with or received by the Trustee; but such Money
and Government obligations need not be segregated from other funds except to the extent required by law.


 


ARTICLE
Five



Remedies


 


Section
501Events of Default.


 


“Event
of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


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


 


(2)       default
in the payment of the principal of and any premium on any Security of such series when it becomes due and payable at its maturity;
or


 






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


 


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


 


(5)       the
entry by a court having competent jurisdiction of:


 


(a)       a
decree or order for relief in respect of the Company in an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive
days: or


 


(b)       a
decree or order adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment
or composition of the Company and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;
or


 


(c)       a
final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the
Company or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of
the Company; or


 


(6)       the
commencement by the Company of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company to the entry of a
decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or the filing by the Company of a petition or
answer or consent seeking reorganization, or relief under any applicable law, or the consent by the Company to the filing of
such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or
similar official of the Company or any substantial part of the property of the Company or the making by the Company of an
assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action;
or


 


(7)       any
other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series.


 






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Section
502Acceleration of Maturity; Rescission and Annulment.


 


If an Event
of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal of all
the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration
such principal or such lesser amount shall become immediately due and payable.


 


At any time
after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the Money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if


 


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


 


(A)       all
overdue installments of interest on and Additional Amounts with respect to all Securities of such series and any Coupons appertaining
thereto:


 


(B)       the
principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration
and interest thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities;


 


(C)       to
the extent that payment of such interest or Additional Amounts is lawful, interest upon overdue installments of interest and Additional
Amounts at the rate or rates borne by or provided for in such Securities; and


 


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


 


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


 


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


 


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


 


The Company
covenants that if:


 






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(1)       default
is made in the payment of any installment of interest on or any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such Interest or Additional Amounts shall have become due and payable and such default continues for
a period of 30 days, or


 


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


 


the Company shall, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons appertaining thereto, the
whole amount of Money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest
upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount of Money as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


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


 


Section
504Trustee May File Proofs of Claim.


 


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


 






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


 


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


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts
due the Trustee under Section 605.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security or any Coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons
or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or
any Coupon in any such proceeding.


 


Section
505Trustee May Enforce Claims without Possession of Securities or Coupons.


 


All rights
of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or Coupons or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a Security or Coupon in respect of which such judgment
has been recovered.


 


Section
506Application of Money Collected.


 


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


 






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FIRST:
To the payment of all amounts due the Trustee and any predecessor Trustee under Section 605;


 


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


 


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


 


Section
507Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or


 






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Coupon
shall have the right, which is absolute and unconditional, to receive payment of the principal of, any premium and (subject to
Sections 305 and 307) interest on, and any Additional Amounts with respect to such Security or payment of such Coupon, as the
case may be, on the respective Stated Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.


 


Section
509Restoration of Rights and Remedies.


 


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


 


Section
510Rights and Remedies Cumulative.


 


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


 


Section
511Delay or Omission Not Waiver.


 


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


 


Section
512Control by Holders of Securities.


 


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


 






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


 


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


 


(3)       such
direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action.


 


Section
513Waiver of Past Defaults.


 


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


 


(1)       in
the payment of the principal of, any premium or interest on, or any Additional Amounts with respect to any Security of such series
or any Coupons appertaining thereto; or


 


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


 


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


 


Section
514Undertaking for Costs.


 


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


 






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ARTICLE
Six



The Trustee


 


Section
601Certain Rights of Trustee.


 


Subject to
Sections 315(a) through 315(d) of the Trust Indenture Act:


 


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


 


(b)       any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (in
each case, other than in connection with the delivery of any Security, together with any Coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and
any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(f)       the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business
hours and upon reasonable notice, the books, records and premises of the Company, personally or by


 






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agent
or attorney; and


 


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


 


Section
602Not Responsible for Recitals or Issuance of Securities.


 


The recitals
contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any Coupons shall be
taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility fox their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or
the Coupons, 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 and Qualification
on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds
the thereof.


 


Section
603May Hold Securities.


 


The Trustee,
any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or
the Company, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons 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 if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person.


 


Section
604Money Held in Trust.


 


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


 


Section
605Compensation and Reimbursement.


 


The Company
agrees:


 


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


 


(2)       to
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any


 






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provision
of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except
any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or bad faith; and


 


(3)       to
indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence
or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance
of any of their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee’s
negligence or bad faith.


 


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


 


The obligations
of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.


 


Section
606Corporate Trustee Required; Eligibility.


 


There shall
at all times be a Trustee hereunder that is a Corporation permitted by the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2)
of the Trust Indenture Act) of at least $5,000,000. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section
607Resignation and Removal; Appointment of Successor.


 


(a)       No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee pursuant to Section 608.


 


(b)       The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 608 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to such series.


 


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


 






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(d)       If
at any time:


 


(1)       the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect
to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been
a bona fide Holder of a Security of such series for at least six months; or


 


(2)       the
Trustee shall cease to be eligible under Section 606 and shall fail to resign after written request therefor by the Company or
any such Holder; or


 


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


 


then, in any such case, (i) the
Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any
Court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment
of a successor Trustee or Trustees.


 


(e)       If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall
promptly appoint a successor, Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 608. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 608, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in
the manner required by Section 608, any Holder of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(f)       The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee


 






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with
respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid to the Holders
of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities
of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place
of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


 


Section
608Acceptance of Appointment by Successor.


 


(a)       Upon
the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the
Company or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003,
shall duly assign, transfer and deliver to such successor Trustee all property and Money held by such retiring Trustee thereunder,
subject nevertheless to its claim, if any, provided for in Section 605.


 


(b)       Upon
the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or charge any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or
failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such
retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the
duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor


 






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Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but,
on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities
of that or those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and Money held
by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.


 


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


 


(d)       No
Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person
shall be qualified and eligible under this Article.


 


Section
609Merger, Conversion, Consolidation or Succession to Business.


 


Any Corporation
into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated
but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 


Section
610Appointment of Authenticating Agent.


 


The
Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial redemption or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent.


 


Each Authenticating
Agent shall be acceptable to the Company and, except as provided


 






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in
or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act
as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $5,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and 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 the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee nay appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered
Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear
in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment
at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such
office is located outside the United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.


 


The provisions
of Sections 306, 602 and 603 shall be applicable to each Authenticating Agent.


 


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


 






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


 






 





	 	The
                    Chase Manhattan Bank, N.A., as Trustee


	 	 
	 	 
	 	By	
	 	 	as
    Authenticating Agent
	 	 	 
	 	 	 
	 	By
	 	 	Authorized
Signatory



\  





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


 


Section
611Notice of Defaults.


 


The Trustee
shall, within ninety days after the occurrence of a default with respect to the Securities of any series, mail to all Holders
of Securities of that series entitled to receive reports pursuant to Section 703, notice of all defaults with respect to, that
series known to the Trustee, unless such defaults shall have been cured before the giving of such notice; provided, however, that,
except in the case of default in the payment of the principal of, premium, if any, or interest on any of the Securities of such
series or in the making of any sinking fund payment with respect to such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors or trustees, the executive committee, or a trust committee of directors or
trustees or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests
of the Holders of Securities of such series. For the purpose of this Section, the term “default” means any event which
is, or after notice or lapse of time or both would become, an Event of Default.


 


ARTICLE
Seven



Holders’ Lists and Reports by Trustee and Company


 


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


 


In accordance
with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee:


 


(a)       semi-annually
with respect to Securities of each series on June 30 and December


 






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31
of each year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto
authorizing such series, a list, in each case, in such form as the Trustee may reasonably require, of the names and addresses
of Holders as of the applicable date; and


 


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


 


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


 


Section
702Preservation of Information; Communications to Holders.


 


The Trustee
shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 


Every Holder
of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company,
the Trustee, any paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information vas derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.


 


Section
703Reports by Trustee.


 


(a)       Within
60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant to Section
301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust
Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a) which
may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.


 


(b)       The
Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act and Section 611 hereof at the times specified
therein.


 


(c)       Reports
pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act.


 


Section
704Reports by Company.


 


The Company,
pursuant to Section 314(a) of the Trust Indenture Act, shall:


 


(1)       file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information,


 






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documents
and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant
to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national Securities exchange
as may be prescribed from time to time in such rules and regulations;


 


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


 


(3)       transmit
to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c)
of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


ARTICLE
Eight



Consolidation, Merger and Sales


 


Section
801Company May Consolidate, Etc., Only On Certain Terms.


 


Nothing contained
in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other
Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the property of
the Company as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Company);
provided, however, that:


 


(1)       in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall
be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia
and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto,
executed by the successor Person


 






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and
delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and
interest on and any Additional Amounts with respect to all the Securities and the performance of every other covenant of this
Indenture on the part of the Company to be performed or observed;


 


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


 


(3)       either
the Company or the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating so such transaction have been complied with.


 


Section
802Successor Person Substituted for Company.


 


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


 


ARTICLE
Nine



Supplemental Indentures


 


Section
901Supplemental Indentures without Consent of Holders.


 


Without the
consent of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee,
at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:


 


(1)       to
evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or


 


(2)       to
add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in
such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or


 






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(3)       to
add to or change any of the provisions of this Indenture, to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with
respect to Securities, to permit Registered Securities to be exchanged for Bearer Securities, to permit Bearer Securities to be
exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated
form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons
appertaining thereto in any material respect; or


 


(4)       to
establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 241 and
301; or


 


(5)       to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 608; or


 


(6)       to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely
affect the interest of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect: or


 


(7)       to
add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth; or


 


(8)       to
add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental
indenture); or


 


(9)       to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Article Four; provided that any such action shall not adversely affect the
interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any
material respect; or


 


(10)       to
secure the Securities pursuant to Section 1005 or otherwise; or


 


(11)       to
amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement
shall materially adversely affect the interests of the Holders of any Securities then Outstanding.


 






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Section
902Supplemental Indentures with Consent of Holders.


 


With the
consent of the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant
to a Board Resolution), and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture,
without the consent of the Holder of each Outstanding Security affected thereby, shall:


 


(1)       change
the Stated Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts with respect to,
any Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts with respect thereto,
or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the
right of repayment at the option of any Holder as contemplated by Article Thirteen, or change the Place of Payment, Currency in
which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for
repayment); or


 


(2)       reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements
of Section 1504 for quorum or voting; or


 


(3)       modify
any of the provisions of this Section, or Section 513 or Section 1007, 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.


 


A supplemental
indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly
and 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


 






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under
this Indenture of the Holders of Securities of any other series.


 


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


 


Section
903Execution of Supplemental Indentures.


 


As a condition
to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust
Indenture Act) shall be fully protected in relying upon, an opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section
904Effect of Supplement Indentures.


 


Upon the
execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter
authenticated and delivered hereunder and of any Coupon appertaining thereto shall be sound thereby.


 


Section
905Reference in Securities to Supplemental Indentures.


 


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


 


ARTICLE
Ten



Covenants


 


Section
1001Payment of Principal and any Premium, Interest and Additional Amounts.


 


The Company
covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the Securities of that series in accordance with the
respective terms thereof, any Coupons appertaining thereto and this Indenture. Any principal due on any Bearer Security shall
be payable only upon presentation and surrender of such Bearer Security and any interest due on any Bearer Security on or before
the Maturity thereof, and any Additional Amounts payable with respect to such interest, shall be payable only upon


 






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presentation
and surrender of the Coupons appertaining thereto for such interest as they severally mature.


 


Section
1002Maintenance of Office or Agency.


 


The Company
shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but
not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States)
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 of such series relating thereto and
this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject
to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside
the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment;
provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange
shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of such series are listed on such exchange. 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, except
that Bearer Securities of such series and any Coupons appertaining thereto day be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


Except
as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with
respect to Bearer Securities shall be made at any Office or Agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a bank located in the United States; provided,
however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any
premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office
of the Trustee or any office or agency designated by the Company in the Borough of Manhattan. The City of New York, if (but
only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.


 


The Company
may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or


 






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all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation, to maintain an Office or Agency in each Place of Payment for Securities of
any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless otherwise provided in or pursuant to this Indenture,
the Company hereby designates as the Place of Payment for each series the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency for such purpose. Pursuant to Section 301(9) of this
Indenture, the Company may subsequently appoint a place or places in the Borough of Manhattan, The City of New York where such
Securities may be payable.


 


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


 


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


 


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


 


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


 


(1)       hold
all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to
Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as provided in or pursuant to this Indenture;


 


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


 






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


 


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


 


Except as
otherwise provided hereby or pursuant hereto, 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, any premium or interest on or any Additional Amounts with respect to any Security
of any series and remaining unclaimed for one year after such principal or any such premium or interest or any such Additional
Amounts shall have become due and payable shall be paid to the Company on Company Request, or if then held by the Company) shall
be discharged from such trust; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust Money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered Securities
of such series, or both, notice that such Money remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable, any unclaimed balance of such Money then remaining
will be repaid to the Company.


 


Section
1004Additional Amounts.


 


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


 


Except as
otherwise provided in or pursuant to this Indenture, if the Securities of a series provide for the payment of Additional Amounts,
at least 10 days prior to the first Interest


 






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


 


Section
1005Limitations on Liens.


 


The Company
will not pledge or otherwise subject to any lien any of its property or assets unless the Securities are secured by such pledge
or lien equally and ratably with all other obligations secured thereby so long as such other obligations shall be so secured;
provided that such covenant will not apply to liens securing obligations which do not in the aggregate at any one time outstanding
exceed 5% of Consolidated Net Tangible Assets of the Company and also will not apply to:


 


(a)       the
pledge of any assets to secure any financing by the Company of the exporting of goods to or between, or the marketing
thereof in, countries other than the United States of America in connection with which the Company reserves the right, in
accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or
receivables, for the purpose of securing banking accommodations or as the basis for the issuance of bankers’
acceptances or in aid of other similar borrowing arrangements;


 


(b)       the
pledge of receivables payable in currencies other than Dollars to secure borrowings in countries other than the United States;


 


(c)       any
deposit of assets of the Company with any surety company or clerk of any court, or in escrow, as collateral in connection with,
or in lieu of, any bond on appeal by the Company from any judgment or decree against it, or in connection with other proceedings
in actions at law or in equity by or against the Company or in favor of any governmental bodies to secure progress, advance or
other payments in the ordinary course of the Company’s business;


 






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(d)       any
lien or charge on any property, tangible or intangible, real or personal, existing at the time of acquisition or construction
of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of
the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year
after, the acquisition or contemplation of construction thereof for the purpose of financing all or any part of the purchase or
construction price thereof;


 


(e)       any
lien in favor of the United States or any State thereof or the District of Columbia, or any agency, department or other instrumentality
thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;


 


(f)       any
lien securing the performance of any contract or undertaking of the Company not directly or indirectly in connection with the
borrowing of Money, obtaining of advances or credit or the securing of debts, if made and continuing in the ordinary course of
business;


 


(g)       any
lien to secure non-recourse obligations in connection with the Company’s engaging in leveraged or single-investor lease
transactions; and


 


(h)       any
extension, renewal or replacement (or successive extensions, renewals, or replacements), in whole or in part, of any lien, charge
or pledge, referred to in the foregoing clauses (a) to (g), inclusive, of this Section 1005, provided, however, that the amount
of any, and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior
to the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all
or a part of the property which secured the charge or lien so extended, renewed or replaced (plus improvements on such property).


 


Section
1006Company Statement as to Compliance; Notice of Certain Defaults.


 


The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained
in or accompanied by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer
or the principal accounting officer of the Company, stating that


 


(1)       a
review of the activities of the Company during such year and of its performance under this Indenture has been made under his or
her supervision, and


 


(2)       to
the best of his or her knowledge, based on such review, (a) the Company has complied with all the conditions and covenants imposed
on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an


 






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event
has occurred and is continuing, specifying each such event known to him and the nature and status thereof.


 


(b)       The
Company shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice
or lapse of time or both would become an Event of Default pursuant to clause (4) of Section 501.


 


Section
1007Waiver of Certain Covenants.


 


The Company
may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1005 or 1006 with respect
to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally
shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE
Eleven



Redemption of Securities


 


Section
1101Applicability of Article.


 


Redemption
of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made
in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article.


 


Section
1102Election to Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of the Securities of any series with the same issue date, interest rate and Stated Maturity and other
terms, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
to be redeemed.


 


Section
1103Selection by Trustee of Securities to be Redeemed.


 


If less than
all the Securities of any series with the same issue date, interest rate, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from
the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities
of such series; provided,


 






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however,
that no such partial redemption shall reduce the portion of the principal amount of a Registered Security of such series not redeemed
to less than the minimum denomination for a Security of such series established herein or pursuant hereto.


 


The Trustee
shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


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


 


Section
1104Notice of Redemption.


 


Notice of
redemption shall be given in the manner provided in Section 106, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure
to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as
a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption
of any other Securities or portion thereof.


 


Any notice
that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not such Holder receives the notice.


 


All notices
of redemption shall state:


 


(1)       the
Redemption Date;


 


(2)       the
Redemption Price;


 


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


 


(4)       in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or
Securities of authorized denominations for the principal amount thereof remaining unredeemed;


 


(5)       that,
on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed,
and that interest thereon shall cease to accrue on and after said date;


 






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(6)       the
place or places where such Securities, together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional
Amounts pertaining thereto;


 


(7)       that
the redemption is for a sinking fund, if such is the case.


 


(8)       that,
unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied
by all Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be
deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent
is furnished;


 


(9)       if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if
such Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to
Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made; and


 


(10)       the
CUSIP number, the Euroclear or, the CEDEL reference numbers of such Securities, if any.


 


A notice
of redemption published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed.


 


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


 


Section
1105Deposit of Redemption Price.


 


On or prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own paying Agent, segregate and hold in trust as provided in Section 1003) an amount of Money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on and Additional Amounts
with respect thereto, on all the Securities or portions thereof which are to be redeemed on that date.


 


Section
1106Securities Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining
to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security
for redemption in


 






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accordance
with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall
be paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts to the Redemption Date;
provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the
United States except as otherwise provided in Section 1002), and provided, further, that installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according
to their terms and the provisions of Section 307.


 


If any Bearer
Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons,
or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them
such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall
have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however,
that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided in Section
1002.


 


If any Security
called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall
bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section
1107Securities Redeemed in Part.


 


Any Registered
Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities
of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a security
in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.


 






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ARTICLE
Twelve



Sinking Funds


 


Section
1201Applicability of Article.


 


The provisions
of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted
or required by any form of Security of such series issued pursuant to this Indenture.


 


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 such
series is herein referred to as an "optional sinking fund payment”. If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 


Section
1202Satisfaction of Sinking Fund Payments with Securities.


 


The
Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any such series
to be made pursuant to the terms of such Securities (l) deliver Outstanding Securities of such series (other than any of such
Securities previously called for redemption or any of such Securities in respect of which cash shall have been released to
the Company), together in the case of any Bearer Securities of such series with all unmatured Coupons appertaining thereto,
and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant
to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, provided that such Securities have not been previously so credited, Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a
result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less
than $100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment; provided,
however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to
the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that series purchased by the Company having as unpaid principal amount equal to the cash payment requested to
be released to the Company.


 






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Section
1203Redemption of Securities for Sinking Fund.


 


Not less
than 75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant
to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to satisfied by delivering and crediting of Securities of that series pursuant to Section 1202, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount
to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE
Thirteen



Repayment at the Option of Holders


 


Section
1301Applicability of Article.


 


Securities
of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in
accordance with the terms of the Securities of such series, The repayment of any principal amount of such Securities pursuant
to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309,
shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and
until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be
cancelled, Notwithstanding anything to the contrary contained in this Section 1301, in connection with any repayment of
Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business
on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and
the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent
such payment is so paid by such purchasers.


 






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ARTICLE
Fourteen



Securities in foreign Currencies


 


Section
1401Applicability of Article.


 


Whenever
this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series
in which not all of such Securities are denominated in the same Currency, or (ii) any distribution to Holders of Securities, in
the absence of any provision to the contrary in the form of Security of any particular series, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that
could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities
of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date,
such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify
in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.


 


ARTICLE
Fifteen



Meetings of Holders of Securities


 


Section
1501Purposes for Which Meetings May Be Called.


 


A meeting
of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give
or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities of such series.


 


Section
1502Call, Notice and Place of Meetings.


 


(a)       The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to
be held at such time and at such place in The City of New York, or, if Securities of such series have been issued as Bearer
Securities, in London or such other place outside the United States, as the Trustee shall determine. Notice of every meeting
of Holders of Securities of any 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 given, in the manner provided in Section 106, not less than 21 nor more than
180 days prior to the date fixed for the meeting.


 


(b)       In
case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series
for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not


 






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have
made the first publication or mailing of the notice of such Meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in The City of New York, or, if Securities
of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.


 


Section
1503Persons Entitled to Vote at Meetings.


 


To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its counsel.


 


Section
1504Quorum; Action.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting
with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than
66-2/3% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in principal
amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such adjourned meeting, notice of the reconvening of any adjourned meeting shall
be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


Except as
limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect
to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66-2/3% in principal
amount of the Outstanding


 






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Securities
of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only
by the affirmative vote of the Holders of 66-2/3% in principal amount of the Outstanding Securities of that series; and provided,
further, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series.


 


Any resolution
passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the Coupons appertaining thereto, whether or not such Holders were
present or represented at the meeting.


 


Section
1505Determination of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)       Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of such series in regard to proof of the holding of Securities of such series 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 appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify
to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.


 


(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 Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series represented at the meeting.


 


(c)       At
any meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 of principal amount
of Securities of such series 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


 






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chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security
of such series or proxy.


 


(d)       Any
meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting; and the meeting may be held as so adjourned without further notice.


 


Section
1506Counting Votes and Recording Action of Meetings.


 


The vote
upon any resolution submitted to any meeting of Holders of Securities of any 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 and serial numbers of the Outstanding 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 triplicate of all votes cast at
the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series 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 given as provided in Section 1502 and, if applicable, Section
1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein
stated.


 


*
* * * * *


 


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


 




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IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto
affixed, all as of the day and year first above written.


  








 





	[SEAL]


	 
	Attest:
	 
	 
	By:	/s/ Wolfgang Jahn
	 	Wolfgang Jahn
	 	Assistant Secretary
	 	 
	 	 
	[SEAL]
	 
	Attest: : /s/ J. D. Heany



 

















 





	Toyota
                    Motor Credit Corporation


	 
	
	 
	 
	 
	By:	/s/  Yale
    Gieszl
	 	Name: Yale
    Gieszl
	 	Title:   Senior Vice President
	 	 
	 	 
	The Chase Manhattan Bank, N.A.,

                    as Trustee

	 
	
	 
	By:	/s/ Kevin V. Fisher
	 	Name: Kevin V. Fisher
	 	Title: Second Vice President



 





 





	 



 


 



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