Exhibit 4.1


 


 


 


 


 


 


 


 


OXFORD LANE CAPITAL CORP.



 


Issuer



 


and



 


U.S. BANK NATIONAL ASSOCIATION



 


Trustee



 


Indenture



 


Dated as of March 16, 2021


 


 


Providing for the Issuance


 


 


Of


 


 


Debt Securities


 


 


 


 


 


 


 


 


 




     


     


    

 


OXFORD LANE CAPITAL CORP.

Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of March 16, 2021


 


	Trust Indenture
 Act Section	 	Indenture
 Section
	§ 310	 	(a)(1)	 	607
	 	 	(a)(2)	 	607
	 	 	(b)	 	609
	§ 312	 	(c)	 	701
	§ 314	 	(a)	 	704
	 	 	(a)(4)	 	1005
	 	 	(c)(1)	 	102
	 	 	(c)(2)	 	102
	 	 	(e)	 	102
	§ 315	 	(b)	 	601
	§ 316	 	(a) (last sentence)	 	101 (“Outstanding”)
	 	 	(a)(1)(A)	 	502,512
	 	 	(a)(1)(B)	 	513
	 	 	(b)	 	508
	§ 317	 	(a)(1)	 	503
	 	 	(a)(2)	 	504
	§ 318	 	(a)	 	111
	 	 	(c)	 	111



 





 






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


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article One

 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	SECTION 101.	Definitions.	1
	SECTION 102.	Compliance Certificates and Opinions.	9
	SECTION 103.	Form of Documents Delivered to Trustee.	10
	SECTION 104.	Acts of Holders.	10
	SECTION 105.	Notices, Etc., to Trustee and Company.	11
	SECTION 106.	Notice to Holders; Waiver.	12
	SECTION 107.	Conflict with TIA.	13
	SECTION 108.	Effect of Headings and Table of Contents.	13
	SECTION 109.	Successors and Assigns.	13
	SECTION 110.	Separability Clause.	13
	SECTION 111.	Benefits of Indenture.	13
	SECTION 112.	Governing Law.	13
	SECTION 113.	Legal Holidays.	14
	SECTION 114.	Submission to Jurisdiction.	14
	 	 	 
	Article Two

 SECURITIES FORMS
	 
	SECTION 201.	Forms of Securities.	14
	SECTION 202.	Form of Trustee’s Certificate of Authentication.	15
	SECTION 203.	Securities Issuable in Global Form.	15
	 	 	 
	Article Three

 THE SECURITIES
	 	 	 
	SECTION 301.	Amount Unlimited; Issuable in Series.	16
	SECTION 302.	Denominations.	20
	SECTION 303.	Execution, Authentication, Delivery and Dating.	20
	SECTION 304.	Temporary Securities.	22
	SECTION 305.	Registration, Registration of Transfer and Exchange.	22
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities.	24
	SECTION 307.	Payment of Interest; Interest Rights Preserved;
    Optional Interest Reset.	25
	SECTION 308.	Optional Extension of Maturity.	27
	SECTION 309.	Persons Deemed Owners.	28
	SECTION 310.	Cancellation.	29
	SECTION 311.	Computation of Interest.	29
	SECTION 312.	Currency and Manner of Payments in Respect of
    Securities.	29
	SECTION 313.	Appointment and Resignation of Successor Exchange
    Rate Agent.	32
	SECTION 314.	CUSIP Numbers.	33



 






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	Article Four

 SATISFACTION AND DISCHARGE
	 
	SECTION 401.	Satisfaction and Discharge of Indenture.	33
	SECTION 402.	Application of Trust Funds.	35
	 	 	 
	Article Five

 REMEDIES
	 
	SECTION 501.	Events of Default.	35
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment.	36
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement
    by Trustee.	38
	SECTION 504.	Trustee May File Proofs of Claim.	38
	SECTION 505.	Trustee May Enforce Claims Without Possession
    of Securities.	39
	SECTION 506.	Application of Money Collected.	39
	SECTION 507.	Limitation on Suits.	40
	SECTION 508.	Unconditional Right of Holders to Receive Principal,
    Premium and Interest.	40
	SECTION 509.	Restoration of Rights and Remedies.	41
	SECTION 510.	Rights and Remedies Cumulative.	41
	SECTION 511.	Delay or Omission Not Waiver.	41
	SECTION 512.	Control by Holders of Securities.	41
	SECTION 513.	Waiver of Past Defaults.	42
	SECTION 514.	Waiver of Stay or Extension Laws.	42
	Article Six

 THE TRUSTEE
	 
	SECTION 601.	Notice of Defaults.	42
	SECTION 602.	Certain Rights and Duties of Trustee.	43
	SECTION 603.	Not Responsible for Recitals or Issuance of
    Securities.	46
	SECTION 604.	May Hold Securities.	46
	SECTION 605.	Money Held in Trust.	46
	SECTION 606.	Compensation and Reimbursement and Indemnification
    of Trustee.	46
	SECTION 607.	Corporate Trustee Required; Eligibility.	47
	SECTION 608.	Disqualification; Conflicting Interests.	48
	SECTION 609.	Resignation and Removal; Appointment of Successor.	48
	SECTION 610.	Acceptance of Appointment by Successor.	49
	SECTION 611.	Merger, Conversion, Consolidation or Succession
    to Business.	50
	SECTION 612.	Appointment of Authenticating Agent.	51
	Article Seven

 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	SECTION 701.	Company to Furnish Trustee Names and Addresses
    of Holders.	52
	SECTION 702.	Preservation of Information; Communications
    to Holders.	53
	SECTION 703.	Reports by Trustee.	53
	SECTION 704.	Reports by Company.	54
	SECTION 705.	Calculation of Original Issue Discount.	54



 






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	Article Eight

 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 
	SECTION 801.	Company May Consolidate, Etc., Only on Certain
    Terms.	55
	SECTION 802.	Successor Person Substituted.	55
	 	 	 
	Article Nine

 SUPPLEMENTAL INDENTURES
	 
	SECTION 901.	Supplemental Indentures Without Consent of Holders.	55
	SECTION 902.	Supplemental Indentures with Consent of Holders.	57
	SECTION 903.	Execution of Supplemental Indentures.	58
	SECTION 904.	Effect of Supplemental Indentures.	58
	SECTION 905.	Conformity with Trust Indenture Act.	58
	SECTION 906.	Reference in Securities to Supplemental Indentures.	58
	Article Ten

 COVENANTS
	 	 	 
	SECTION 1001.	Payment of Principal, Premium, if any, and Interest.	59
	SECTION 1002.	Maintenance of Office or Agency.	59
	SECTION 1003.	Money for Securities Payments to Be Held in
    Trust.	60
	SECTION 1004.	Additional Amounts.	61
	SECTION 1005.	Statement as to Compliance.	62
	SECTION 1006.	Waiver of Certain Covenants.	62
	Article Eleven

 REDEMPTION OF SECURITIES
	 	 	 
	SECTION 1101.	Applicability of Article.	62
	SECTION 1102.	Election to Redeem; Notice to Trustee.	62
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed.	63
	SECTION 1104.	Notice of Redemption.	63
	SECTION 1105.	Deposit of Redemption Price.	64
	SECTION 1106.	Securities Payable on Redemption Date.	65
	SECTION 1107.	Securities Redeemed in Part.	65
	 	 	 
	Article Twelve

 SINKING FUNDS
	 	 	 
	SECTION 1201.	Applicability of Article.	66
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities.	66
	SECTION 1203.	Redemption of Securities for Sinking Fund.	66



 






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	Article Thirteen

 REPAYMENT AT THE OPTION OF HOLDERS
	 
	SECTION 1301.	Applicability of Article.	67
	SECTION 1302.	Repayment of Securities.	67
	SECTION 1303.	Exercise of Option.	67
	SECTION 1304.	When Securities Presented for Repayment Become
    Due and Payable.	68
	SECTION 1305.	Securities Repaid in Part.	68
	Article Fourteen

 DEFEASANCE AND COVENANT DEFEASANCE
	 
	SECTION 1401.	Applicability of Article; Company’s Option
    to Effect Defeasance or Covenant Defeasance.	69
	SECTION 1402.	Defeasance and Discharge.	69
	SECTION 1403.	Covenant Defeasance.	69
	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance.	70
	SECTION 1405.	Deposited Money and Government Obligations to
    Be Held in Trust; Other Miscellaneous Provisions.	71
	 	 	 
	Article Fifteen

 MEETINGS OF HOLDERS OF SECURITIES
	 
	SECTION 1501.	Purposes for Which Meetings May Be Called.	72
	SECTION 1502.	Call, Notice and Place of Meetings.	72
	SECTION 1503.	Persons Entitled to Vote at Meetings.	73
	SECTION 1504.	Quorum; Action.	73
	SECTION 1505.	Determination of Voting Rights; Conduct and
    Adjournment of Meetings.	74
	SECTION 1506.	Counting Votes and Recording Action of Meetings.	75
	Article Sixteen

 SUBORDINATION OF SECURITIES
	 
	SECTION 1601.	Agreement to Subordinate.	75
	SECTION 1602.	Distribution on Dissolution, Liquidation and
    Reorganization; Subrogation of Subordinated Securities.	76
	SECTION 1603.	No Payment on Subordinated Securities in Event
    of Default on Senior Indebtedness.	78
	SECTION 1604.	Payments on Subordinated Securities Permitted.	78
	SECTION 1605.	Authorization of Holders to Trustee to Effect
    Subordination.	78
	SECTION 1606.	Notices to Trustee.	78
	SECTION 1607.	Trustee as Holder of Senior Indebtedness.	79
	SECTION 1608.	Modifications of Terms of Senior Indebtedness.	79
	SECTION 1609.	Reliance on Judicial Order or Certificate of
    Liquidating Agent.	79



 




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INDENTURE, dated as of March 16, 2021, between
OXFORD LANE CAPITAL CORP., a Maryland corporation (hereinafter called the “Company”), having its principal office at
8 Sound Shore Drive, Suite 255, Greenwich, CT 06830, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee
(hereinafter called the “Trustee”), having its office at 1 Federal Street, 10th Floor, Boston, MA 02110.


 


RECITALS OF THE COMPANY


 


The Company deems it necessary to issue
from time to time for its lawful purposes debt securities (hereinafter called the “Securities”) evidencing its secured
or unsecured indebtedness, which may or may not be convertible into or exchangeable for any securities of any Person (as defined
herein) (including the Company), and has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of the Securities, to be issued in one or more series, unlimited as to principal amount, to bear such rates of
interest, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided.


 


This Indenture (as defined herein) is subject
to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
One


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 101.       
Definitions.




 


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


 


(1)       
the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as
the singular and, pursuant to Section 301, any such item may, with respect to any particular series of Securities, be amended or
modified or specified as being inapplicable;


 


(2)       
all other terms used herein that are defined in the Trust Indenture Act (as defined herein), either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”,
as used in Section 311 of the Trust Indenture Act, shall have the meanings assigned to them in the rules of the Commission (as
defined herein) adopted under the Trust Indenture Act;


 






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(3)       
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted
accounting principles in the United States of America; and


 


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


 


Certain terms, used in other Articles herein,
are defined in those Articles.


 


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


 


“Additional Amounts”
means any additional amounts that are required by a Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and that 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 meanings
correlative to the foregoing.


 


“Authenticating Agent”
means any authenticating agent appointed by the Trustee pursuant to Section 612 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Authorized Newspaper”
means a newspaper, in the English language or in an official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in 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 Business Day.


 


“Board of Directors”
means the board of directors of the Company, the executive committee or any committee of that board duly authorized to act hereunder.


 


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


 


“Business Day”, when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in that Place of Payment or particular location are authorized or obligated
by law or executive order to close.


 






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“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 execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing
such duties on such date.


 


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


 


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


 


“Conversion Date” has
the meaning specified in Section 312(d).


 


“Conversion Event” means
the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement
of transactions by a central bank or other public institutions of or within the international banking community, (ii) the Euro
within the Economic and Monetary Union of the European Union or (iii) any currency unit (or composite currency) other than the
Euro for the purposes for which it was established.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof for purposes of Section 1002 only is located at 111 Filmore Avenue, St. Paul, MN 55107, Attention: Oxford Lane
Capital Corp., and for all other purposes is located at 1 Federal Street, 10th Floor, Boston, MA 02110, Attention: Oxford Lane
Capital Corp., or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from
time to time by notice to the Holders and the Company).


 


“Corporation” includes
corporations, associations, companies and business trusts.


 


“Currency” means any
currency or currencies, composite currency or currency unit or currency units issued by the government of one or more countries
or by any reorganized confederation or association of such governments.


 


“Default” means any event
that is, or after notice or passage of time or both would be, an Event of Default.


 


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


 


“Depository” means the
clearing agency registered under the Exchange Act that is designated to act as the Depository for global Securities. DTC shall
be the initial Depository, until a successor shall have been appointed and become such pursuant to the applicable provisions of
this Indenture, and thereafter, “Depository” shall mean or include such successor.


 






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


 


“DTC” means The Depository
Trust Company.


 


“Euro” means the euro
or other equivalent unit in such official coin or currency of the European Union.


 


“Election Date” has the
meaning specified in Section 312(h).


 


“Event of Default” has
the meaning specified in Article Five.


 


“Exchange Rate Agent”,
with respect to Securities of or within any series, means, unless otherwise specified with respect to any Securities pursuant to
Section 301, a bank that is a member of the New York Clearing House Association, designated pursuant to Section 301 or Section
313.


 


“Exchange Rate Officer’s
Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis
and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the
relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate or the applicable
bid quotation signed by the Chief Financial Officer or any Vice President of the Company.


 


“Foreign Currency” means
any Currency, including, without limitation, the Euro issued by the government of one or more countries other than the United States
of America or by any recognized confederation or association of such governments.


 


“Government Obligations”
means securities that are (i) direct obligations of the United States of America or the government that issued the Foreign Currency
in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America
or such government that issued the Foreign Currency in which the Securities of such series are payable, the timely payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government, which,
in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest
on or principal of 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 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 the Government Obligation evidenced by such depository receipt.


 


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


 






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“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time more than one Person is acting
as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section
301, exclusive, however, of any provisions or terms that relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of
one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person,
as such Trustee, was not a party.


 


“Indexed Security” means
a Security as to which all or certain interest payments and/or the principal amount payable at Maturity are determined by reference
to prices, changes in prices, or differences between prices, of securities, Currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures as are specified in or pursuant to Section 301 hereof.


 


“Interest”, when used
with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section
1004, includes such Additional Amounts.


 


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


 


“Market Exchange Rate”
means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and
Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion
of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which,
in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased
with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market for such currency or currency unit in question,
or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange
Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations
or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer
of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments
in respect of such securities as determined by the Exchange Rate Agent, in its sole discretion.


 






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


 


“Notice of Default” has
the meaning provided in Section 501.


 


“Officers’ Certificate”
means a certificate signed by the Chief Executive Officer, President or a Vice President of the Company, and by the Chief Financial
Officer, Chief Operating Officer, Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company
and who shall be reasonably satisfactory to the Trustee.


 


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


 


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


 


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


 


(ii)        
Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities, 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)       
Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article Fourteen;


 






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(iv)        
Securities that have been changed into any other securities of the Company or any other Person in accordance with this Indenture
if the terms of such Securities provide for convertibility or exchangeability pursuant to Section 301; and


 


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


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or
are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section
313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation
and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted
in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer’s
Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security or Indexed
Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above or
(iii) below, respectively) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301,
and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver or
upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor.


 


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


 


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


 






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“Place of Payment”, when
used with respect to the Securities of or within any series, means the place or places where the principal of (and premium, if
any) and interest, if any, on such Securities are payable as specified and as contemplated by Sections 301 and 1002.


 


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


 


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


 


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


 


“Registered Security”
means any Security that is registered in the Security Register.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any series
means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day.


 


“Repayment Date” when
used with respect to any Security to be repaid at the option of the Holder, means the date fixed for such repayment by or pursuant
to this Indenture.


 


“Repayment Price” when
used with respect to any Security to be repaid at the option of the Holder, means the price at which it is to be repaid by or pursuant
to this Indenture.


 


“Responsible Officer”
when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to administer its corporate trust
matters and who shall have direct responsibility for the administration of this Indenture.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities 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 the Indenture as to which such Person is Trustee shall
have the meaning stated in the first recital of this Indenture and shall more particularly 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 305.


 


“Senior Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, that has been designated by the Company as “Senior Indebtedness” for purposes of this Indenture
by a Company Order delivered to the Trustee, (b) Senior Securities, and (c) renewals, extensions, modifications and refinancings
of any such indebtedness.


 


“Senior Security” or
“Senior Securities” means any Security or Securities designated pursuant to Section 301 as a Senior Security.


 


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


 


“Stated
Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means
the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308.


 


“Subordinated Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is
provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness, equally and pari
passu in right of payment with all other Subordinated Indebtedness, (b) Subordinated Securities, and (c) renewals, extensions,
modifications and refinancings of any such Subordinated Indebtedness.


 






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“Subordinated Security”
or “Subordinated Securities” means any Security or Securities designated pursuant to Section 301 as a Subordinated
Security.


 


“Subsidiary” means (1)
any corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company, (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries
of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination
thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the
time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership
interest. For the purposes of this definition, “voting stock” means stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.


 


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


 


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


 


“United States” means,
unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“United States person”
means, unless otherwise specified with respect to any Securities pursuant to Section 301, any individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person under any
applicable Treasury regulations), any estate the income of which is subject to United States federal income taxation regardless
of its source, or any trust if a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding
the preceding sentence, to the extent provided in the Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date that elect to continue to be treated as United States persons, will also be
United States persons.


 


“Valuation Date” has
the meaning specified in Section 312(c).


 


“Yield to Maturity” means
the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation
principles.


 


SECTION 102.       
Compliance Certificates and Opinions.




 


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


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1005) shall include:


 


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


 


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


 


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


 






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


 


SECTION 103.       
Form of Documents Delivered to Trustee.




 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion as 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 an Opinion of Counsel, or a certificate or representations
by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of Counsel or certificate
or representations 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 as 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
as to such matters are erroneous.


 


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


 


SECTION 104.       
Acts of Holders.




 


(a)       
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed
in writing. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by 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 thereby) 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 conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section
1506.


 






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


 


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


 


(d)       
If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such
Board Resolution. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities
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 on such record date shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than eleven months after the record date.


 


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


 


SECTION 105.       
Notices, Etc., to Trustee and Company.




 


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


 


(1)       
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, filed
or mailed, first-class postage prepaid in writing, sent via overnight courier guaranteeing next day delivery, same day messenger
service or by electronic mail (in PDF) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration
(Karen Beard, Vice President), or at any other address previously furnished in writing to the Company by the Trustee (provided
that any communication sent to the Trustee hereunder must be in the form of a document signed by hand, facsimile or with a digital
signature using DocuSign or Adobe Sign, or electronic copy thereof), or


 






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(2)       
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, sent via overnight courier guaranteeing next day delivery, same
day messenger service or by electronic mail (in PDF), to the Company addressed to it at the address of its principal office specified
in the first paragraph of this Indenture, to the attention of its Secretary or at any other address previously furnished in writing
to the Trustee by the Company.


 


Whenever under this Indenture the Trustee
or the Company is required to provide any notice by mail, in all cases each of the Trustee and the Company may alternatively provide
notice by overnight courier, by facsimile, with conformation of transmission, or by electronic mail, with return receipt requested.


 


For the avoidance of doubt, all notices,
approvals, consents, requests and any communications hereunder or with respect to this Indenture must be in writing (provided that
any communication sent to the Trustee hereunder must be in the form of a document that is signed by hand, by facsimile, or by way
of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to the Trustee
by the authorized representative), in English.  The Company agrees to assume all risks arising out of the use of digital signatures
and electronic methods to submit communications to the Trustee, including without limitation, the risk of Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.


 


SECTION 106.       
Notice to Holders; Waiver.




 


Where this Indenture provides for notice
of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, by overnight courier guaranteeing next
day delivery, by facsimile or by electronic mail to each such Holder affected by such event, at his address, facsimile number or
email 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. In any case where notice to Holders of Registered Securities is given as provided herein, neither
the failure to send such notice, nor any defect in any notice so sent, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders of Registered Securities. Any notice mailed or sent to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such
notice.


 


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


 






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


 


Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


SECTION 107.       
Conflict with TIA.




 


If any provision of this Indenture limits,
qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the
provision of the TIA shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be
so modified or excluded, the provision of the TIA shall be deemed to apply to this Indenture as so modified or only to the extent
not so excluded, as the case may be.


 


SECTION 108.       
Effect of Headings and Table of Contents.




 


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


 


SECTION 109.       
Successors and Assigns.




 


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


 


SECTION 110.       
Separability Clause.




 


In case any provision in this Indenture
or in any Security 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 111.       
Benefits of Indenture.




 


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


 


SECTION 112.       
Governing Law.




 


This Indenture and the Securities shall
be governed by and construed in accordance with the law of the State of New York without regard to principles of conflicts of laws.
This Indenture is subject to the provisions of the
Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.


 






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SECTION 113.       
Legal Holidays.




 


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


 


SECTION 114.       
Submission to Jurisdiction.




 


The Company hereby irrevocably submits to
the non-exclusive jurisdiction of any New York state or federal court sitting in The City of New York in any action or proceeding
arising out of or relating to the Indenture and the Securities of any series, and the Company hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Company
hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding.


 


Article
Two


 


SECURITIES FORMS


 


SECTION 201.       
Forms of Securities.




 


The Registered Securities of each series,
the temporary global Securities of each series, if any, and the permanent global Securities of each series, if any, shall be in
substantially the forms as shall be established in one or more indentures supplemental hereto or approved from time to time by
or pursuant to a Board Resolution in accordance with Section 301, shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities
may be listed, or to conform to usage.


 


The definitive Securities 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 executing such Securities, as evidenced by their execution
of such Securities.


 






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SECTION 202.       
Form of Trustee’s Certificate of Authentication.




 


Subject to Section 611, 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.


 


	 	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By	 
	 	 	Authorized Officer




 


SECTION 203.       
Securities Issuable in Global Form.




 


If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner
and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee
or the Security Registrar 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 endorsement, delivery or redelivery
of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion
of Counsel.


 


The provisions of the last sentence of Section
303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section
303.


 


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


 






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Notwithstanding the provisions of Section
309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security, the Holder of
such permanent global Security.


 


Unless otherwise specified as contemplated
by Section 301 for the Securities evidenced thereby, every global Security authenticated and delivered hereunder shall bear a legend
in substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


Article
Three


 


THE SECURITIES


 


SECTION 301.       
Amount Unlimited; Issuable in Series.




 


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


 


The Securities may be issued in one or more
series as Registered Securities and shall be designated as Senior Securities or Subordinated Securities. Senior Securities are
unsubordinated, shall rank equally and pari passu with all of the Company’s other Senior Indebtedness and senior to
all of the Company’s Subordinated Indebtedness. Subordinated Securities shall rank junior to the Company’s Senior Indebtedness
and equally and pari passu with all of the Company’s other Subordinated Indebtedness. There shall be established in
one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set
forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for
the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with
respect to unissued Securities of the series when issued from time to time):


 


(1)       
the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of such series
from all other series of Securities);


 


(2)       
any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305, and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and delivered hereunder);


 






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(3)       
the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the
Securities of the series shall be payable;


 


(4)       
the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or
rates shall be determined, the date or dates from which such interest shall accrue or the method by which such date or dates shall
be determined, the Interest Payment Dates on which such interest will be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, the basis
upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;


 


(5)       
the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal
of (and premium, if any) and interest, if any, on Securities of the series shall be payable, any Registered Securities of the series
may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of
that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices
or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;


 


(6)       
 the period or periods within which, or the
date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have the
option;


 


(7)       
the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund
or analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which,
the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;


 


(8)       
if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any
Registered Securities of the series shall be issuable;


 


(9)       
if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;


 


(10)       
if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502, upon redemption of the Securities of
the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which
the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;


 






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(11)       
if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest,
if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;


 


(12)       
whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series
may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation,
on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;


 


(13)       
whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at
the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated
or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which,
such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which
such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid,
in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;


 


(14)       
provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events
as may be specified;


 


(15)       
any deletions from, modifications of or additions
to the Events of Default or covenants (including any deletions from, modifications of or additions to any of the provisions of
Section 1006) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein;


 


(16)       
whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent
global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section
305, and the circumstances under which and the place or places where such exchanges may be made and if Securities of the series
are to be issuable as a global Security, the identity of the depository for such series;


 


(17)       
the date as of which any temporary global Security representing Outstanding Securities of the series shall be dated if other
than the date of original issuance of the first Security of the series to be issued;


 


(18)       
the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid; and the extent to which, or the manner in which, any interest payable on a permanent global Security
on an Interest Payment Date will be paid if other than in the manner provided in Section 307;


 






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(19)       
the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification
of, in addition to or in lieu of any of the provisions of Article Fourteen;


 


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


 


(21)       
whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by
Section 1004 on the Securities of the series to any Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);


 


(22)       
the designation of the initial Exchange Rate Agent, if any;


 


(23)       
if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities
to be authenticated and delivered;


 


(24)       
if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the
Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;


 


(25)       
if the Securities of the series are to be secured, the terms and conditions upon which such Securities will be so secured;


 


(26)       
the appointment of any calculation agent, foreign currency exchange agent or other additional agents;


 


(27)       
if the Securities of the series are to be listed on a securities exchange, the name of such exchange may be indicated; and


 


(28)       
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements
of the Trust Indenture Act).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above (subject to Section 303) and set forth in the Officers’ Certificate referred to above or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.


 






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


 


SECTION 302.       
Denominations.




 


The Securities of each series shall be issuable
in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series denominated
in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of any denomination) shall be issuable in denominations
of $1,000 and any integral multiple thereof.


 


SECTION 303.       
Execution, Authentication, Delivery and Dating.




 


The Securities shall be executed on behalf
of the Company by its Chief Executive Officer, its President its Chief Operating Officer, its Chief Financial Officer or any of
its Vice Presidents and attested by its Secretary or any of its Assistant Secretaries. The signature of any of these officers on
the Securities may be manual or by facsimile, .pdf attachment or other electronically transmitted signature (with an original manual
signature to be sent to the Trustee via overnight mail immediately thereafter) of the present or any future such authorized officer
and may be imprinted or otherwise reproduced on the Securities.


 


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


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company, to the Trustee for authentication, together with a Company Order and an Officers’ Certificate and
Opinion of Counsel in accordance with Section 102 for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If all the Securities of any series are not to be issued
at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and shall be fully protected in relying upon,


 


(i)          
an Opinion of Counsel stating,


 


(a)       
that the form or forms of such Securities have been established in conformity with the provisions of this Indenture;


 






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


 


(c)       
that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture
and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights,
to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights
of Holders of such Securities; and


 


(ii)         
an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of
Default with respect to any of the Securities shall have occurred and be continuing.


 


Notwithstanding the provisions of Section
301 and of this Section 303, if all the Securities of any series are not to be issued at one time, it shall not be necessary to
deliver an Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order, Opinion of Counsel or Officers’
Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but
such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before
the time of issuance of the first Security of such series.


 


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in
a manner that is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not
be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable
to perform its duties with respect to such Securities.


 


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


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an
authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 






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SECTION 304.       
Temporary Securities.




 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
that 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 and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 


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


 


SECTION 305.       
Registration, Registration of Transfer and Exchange.




 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series
of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose
of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided, and for
facilitating exchanges of temporary global Securities for permanent global Securities or definitive Securities, or both, or of
permanent global Securities for definitive Securities, or both, as herein provided. In the event that the Trustee shall cease to
be Security Registrar, it shall have the right to examine the Security Register at all reasonable times.


 


Upon surrender for registration of transfer
of any Registered Security of any series at any office or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount, bearing
a number not contemporaneously outstanding and containing identical terms and provisions.


 






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


 


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


 


Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this
paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated
by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed
by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall
be surrendered by the depository specified as contemplated by Section 301 or such other depository as shall be specified in the
Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar,
to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without charge and the Trustee
shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global
Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening
of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security
for which exchange is requested may be among those selected for redemption. If a Registered Security is issued in exchange for
any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i)
any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of
Defaulted Interest or interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Registered Security, but will 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 permanent global Security
is payable in accordance with the provisions of this Indenture.


 






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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or the Trustee 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, 906, 1107 or 1305 not involving any transfer.


 


The Company shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period
beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 1103 and ending at
the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed
in part, the portion thereof not to be redeemed or (iii) to issue, register the transfer of or exchange any Security that 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 306.       
Mutilated, Destroyed, Lost and Stolen Securities.




 


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


 


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security
and/or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall, subject
to the following paragraph, execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and principal amount, containing identical terms and provisions and
bearing a number not contemporaneously outstanding.


 






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


 


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


 


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


 


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


 


SECTION 307.       
Payment of Interest; Interest Rights Preserved; Optional Interest Reset.




 


(a)       
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest,
if any, on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section
1002; provided, however, that each installment of interest, if any, on any Registered Security may at the Company’s
option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant
to Section 309, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained
by the payee located in the United States.


 


Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security of any series
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered 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 Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date
of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided
in Sections 312(b), 312(d) and 312(e)) 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 deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be sent pursuant to policies and procedures of the Depository, including mailed, first-class postage prepaid or
overnight courier guaranteeing next day delivery, to each Holder of Registered Securities of such series at his address as it appears
in the Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 






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


 


(b)       
The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company
on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise
such option with respect to such Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior
to an Optional Reset Date for such Security. Not later than 35 days prior to each Optional Reset Date, the Trustee shall transmit,
in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating
whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest
rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there
is no such next Optional Reset Date, to the Stated Maturity of such Security (each such
period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which
and the price or prices at which such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding the foregoing, not later
than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if applicable) for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher
spread or spread multiplier providing for a higher interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have
not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier providing for a higher interest rate, if applicable).


 






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The Holder of any such Security will have
the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to
the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset
Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that the
period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset
Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset
Date.


 


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


 


SECTION 308.       
Optional Extension of Maturity.




 


The provisions of this Section 308 may be
made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may
be specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option of
the Company for the period or periods specified on the face of such Security (each an “Extension Period”) up to but
not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such option
with respect to any Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the Company
exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not
later than 35 days prior to the Original Stated Maturity a notice (the “Extension Notice”), prepared by the Company,
indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate
(or spread, spread multiplier or other formula to calculate such interest rate, if applicable), if any, applicable to the Extension
Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension
Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension
Notice.


 






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Notwithstanding the foregoing, not later
than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate (or
spread, spread multiplier or other formula to calculate such interest rate, if applicable) provided for in the Extension Notice
and establish a higher interest rate (or spread, spread multiplier or other formula to calculate such higher interest rate, if
applicable) for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such
higher interest rate (or spread, spread multiplier or other formula to calculate such interest rate, if applicable) to the Holder
of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.


 


If the Company extends the Stated Maturity
of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity
at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Stated Maturity thereof, the Holder must follow the procedures set forth in Article
Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at
least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security
for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment
until the close of business on the tenth day before the Original Stated Maturity.


 


SECTION 309.       
Persons 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 shall treat the Person
in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.


 


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 Security in global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Notwithstanding the foregoing, with respect
to any global temporary or permanent Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company
or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depository, as a
Holder, with respect to such global Security or impair, as between such depository and owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the rights of such depository (or its nominee) as Holder
of such global Security.


 






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SECTION
310.       Cancellation.


 


All Securities surrendered for payment,
redemption, repayment at the option of the Holder, 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 surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by the Trustee. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered
to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities held by the Trustee shall be destroyed
by the Trustee in accordance with its customary procedures, unless by a Company Order the Company directs the Trustee to deliver
a certificate of such destruction to the Company or to return them to the Company.


 


SECTION
311.       Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 301 with respect to Securities of any series, interest, if any, on the Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.


 


SECTION
312.       Currency and Manner of Payments in Respect of Securities.


 


(a)         Unless
otherwise specified with respect to any Securities pursuant to Section 301, with respect to Registered Securities of any series
not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for
in paragraph (b) below, payment of the principal of (and premium, if any, on) and interest, if any, on any Registered Security
of such series will be made in the Currency in which such Registered Security is payable. The provisions of this Section 312 may
be modified or superseded with respect to any Securities pursuant to Section 301.


 


(b)         It
may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any, on) or interest, if any, on such
Registered Securities in any of the Currencies which may be designated for such election by delivering to the Trustee for such
series of Registered Securities a written election with signature guarantees and in the applicable form established pursuant to
Section 301, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a
Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee
of such Holder until changed by such Holder or such transferee by written notice to the Trustee for such series of Registered Securities
(but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment
date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to
payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect
to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has
been given by the Company or a notice of option to elect repayment has been sent by such Holder or such
transferee). Any Holder of any such Registered Security who shall not have delivered any such election to the Trustee of such series
of Registered Securities not later than the close of business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in Section 312(a). The Trustee for each such series of Registered
Securities shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount
of Registered Securities for which Holders have made such written election.


 



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(c)         Unless
otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant
to Section 301, then, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities
of any series, the Exchange Rate Agent will deliver to the Company a written notice specifying the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any, on) and interest,
if any, on the Registered Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect
of the Registered Securities as to which the Holders of Registered Securities denominated in any Currency shall have elected to
be paid in another Currency as provided in paragraph (b) above. Unless the Trustee is acting as the Exchange Rate Agent, the Trustee
shall have no obligation to complete the actual exchange of distribution amounts from one Currency to another Currency. If the
election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one Holder has made such
election, then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the
Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer’s Certificate in respect
of the Dollar or Foreign Currency or Currencies payments to be made on such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency or Currencies amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately preceding each payment date,
and such determination shall be conclusive and binding for all purposes, absent manifest error.


 


(d)         If
a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal
of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency occurring
after the last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the currency
of payment for use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid
by the Company to the Trustee of each such series of Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case
as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.


 



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(e)         Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency,
such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if
a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such
Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 312.


 


(f)         The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for
each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion
Date.


 


(g)         The
“Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the provisions
of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into
Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.


 


(h)          For
purposes of this Section 312, the following terms shall have the following meanings:


 


A “Component Currency”
shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit.


 


A “Specified Amount”
of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in
the relevant currency unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is
altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency equal to the sum
of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and such amount
shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the Conversion
Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall
be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate
on the date of such replacement equal to the Dollar Equivalent of the Specified Amount of such former Component Currency at the
Market Exchange Rate immediately before such division, and such amounts shall thereafter be Specified Amounts and such currencies
shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, a Conversion Event (other
than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency
of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall,
for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in
effect on the Conversion Date of such Component Currency.


 



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An “Election Date”
shall mean the Regular Record Date for the applicable series of Registered Securities or at least 16 days prior to Maturity, as
the case may be, or such other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section
301 by which the written election referred to in Section 312(b) may be made.


 


All decisions and determinations of the
Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market
Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee for the appropriate series
of Securities and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee for the appropriate series of Securities of any such decision or determination.


 


In the event that the Company determines
in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written
notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided
in Section 106 to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion
Event has occurred with respect to any other currency unit in which Securities are denominated or payable, the Company will immediately
give written notice thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee
will promptly thereafter give notice in the manner provided in Section 106 to the affected Holders) specifying the Conversion Date
and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that
any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent.


 


The Trustee of the appropriate series of
Securities shall be fully justified and protected in relying and acting upon information received by it from the Company and the
Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.


 


SECTION
313.       Appointment and Resignation of Successor Exchange Rate Agent.


 


(a)       Unless
otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the
Company will engage and maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate
Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in
the manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable,
for the purpose of converting the issued Foreign Currency into the applicable payment Currency for the payment of principal (and
premium, if any) and interest, if any, pursuant to Section 312.


 



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(b)       No
resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered
to the Company and the Trustee of the appropriate series of Securities accepting such appointment executed by the successor Exchange
Rate Agent.


 


(c)       If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent 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 Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that
or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified pursuant to Section 301, at any time there shall only
be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on
the same date and that are initially denominated and/or payable in the same Currency).


 


SECTION
314.       CUSIP Numbers.


 


The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall indicate the respective “CUSIP”
numbers of the Securities in notices of redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company shall advise the Trustee as promptly as practicable in writing of any change in the
CUSIP numbers.


 


Article
Four



 


SATISFACTION AND DISCHARGE


SECTION
401.       Satisfaction and Discharge of Indenture.


 


Except as set forth below, this Indenture
shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for
herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, upon receipt of a Company Order, and 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 (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose payment
money has theretofore been deposited in trust with the Trustee or any Paying Agent 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


 


(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, solely for the benefit of the Holders, an amount in the Currency in which the Securities of such series are payable, sufficient
to pay and discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date
of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations
of the Company to any Authenticating Agent under Section 612 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 any termination of this Indenture.


 



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SECTION
402.       Application of Trust Funds.


 


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


 


Article
Five



 


REMEDIES


SECTION
501.       Events of Default.


 


“Event of Default”, wherever
used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for
such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless
it is either inapplicable to a particular series or is specifically deleted or modified in or pursuant to the supplemental indenture
or a Board Resolution establishing such series of Securities or is in the form of Security for such series:


 


(1)          default
in the payment of any interest upon any Security of that series when such interest becomes due and payable, and continuance of
such default for a period of 30 days; or


 


(2)          default
in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable at its
Maturity, and continuance of such default for a period of 5 Business Days; or


 


(3)          default
in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series, and continuance of such
default for a period of 5 Business Days; or


 


(4)          default in the performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any Security
of that series (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of Securities
other than that 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 the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that 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;


 


(5)          the
Company, pursuant to or within the meaning of any Bankruptcy Law:


 


(A)       commences
a voluntary case or proceeding under any Bankruptcy Law,


 



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(B)       consents
to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition or answer or consent seeking
reorganization or relief against it,


 


(C)       consents
to the entry of a decree or order for relief against it in an involuntary case or proceeding,


 


(D)       consents
to the filing of such petition or to the appointment of or taking possession by a Custodian of the Company or for all or substantially
all of its property, or


 


(E)       makes
an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts generally as they become due
or takes any corporate action in furtherance of any such action; or


 


(6)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)       is
for relief against the Company in an involuntary case or proceeding, or


 


(B)       adjudges
the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, or


 


(C)       appoints
a Custodian of the Company or for all or substantially all of its property, or


 


(D)       orders
the winding up or liquidation of the Company,


 


and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 


(7)          if,
pursuant to Section 18(a)(1)(c)(ii) of the Investment Company Act of 1940, as amended, on the last business day of each of twenty-four
consecutive calendar months Securities of that series shall have an asset coverage (as such term is used in the Investment Company
Act of 1940) of less than 100 per centum, after giving effect to any exemptive relief granted to the Company by the Commission;


 


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


 


The term “Bankruptcy Law” means
title 11, U.S. Code or any applicable federal or state bankruptcy, insolvency, reorganization or other similar law. The term “Custodian”
means any custodian, receiver, trustee, assignee, liquidator, sequestrator or other similar official under any Bankruptcy Law.


 


SECTION
502.       Acceleration 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 and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may (and the Trustee shall at the request of such Holders)
declare the principal (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of that series to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or
specified portion thereof shall become immediately due and payable.


 



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Any application by the Trustee for written
instructions from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option of the Trustee,
set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after
which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by,
or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application
unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written
instructions from the requisite amount of Holders (as determined pursuant to this Indenture) in response to such application specifying
the action to be taken or omitted.


 


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 provided in this Article, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:


 


(1)          the
Company has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)):


 


(A)       all
overdue installments of interest, if any, on all Outstanding Securities of that series,


 


(B)       the
principal of (and premium, if any, on) all Outstanding Securities of that series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities,


 


(C)       to
the extent that payment of such interest is lawful, interest upon overdue installments of interest 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 that series, other than the nonpayment of the principal of (or premium, if any)
or interest on Securities of that series that have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513.


 



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


 


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


 


The Company covenants that if:


 


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


 


(2)       default is made in the
payment of the principal of (or premium, if any, on) any Security of any series at its Maturity, then the Company will, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of Securities of such series, the whole amount then
due and payable on such Securities for principal (and premium, if any) and interest, if any, with interest upon any overdue
principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest, if any, at the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


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


 


SECTION
504.       Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities of any series 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 or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


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


 



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(ii)       to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding
is hereby authorized by each Holder of Securities of such series to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel,
and any other amounts due the Trustee or any predecessor Trustee under Section 606.


 


Subject to Article Eight and Section 902
and unless otherwise provided as contemplated by Section 301, 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 any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of
the claim of any Holder of a Security in any such proceeding.


 


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


 


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


 


SECTION
506.       Application of Money Collected.


 


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


 


FIRST: To the payment of all amounts
due the Trustee and any predecessor Trustee under Section 606 and any other agent hereunder;


 



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


 


THIRD: To the payment of the remainder,
if any, to the Company or any other Person or Persons entitled thereto.


 


SECTION
507.       Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal
of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of
the Holders on the Repayment Date) and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.


 



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SECTION
509.       Restoration of Rights and Remedies.


 


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


 


SECTION
510.       Rights and Remedies Cumulative.


 


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


 


SECTION
511.       Delay or Omission Not Waiver.


 


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


 


SECTION
512.       Control by Holders of Securities.


 


Subject to Section 602, the Holders of a
majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series, provided that


 


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


 


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


 


(3)       the
Trustee need not take any action that might involve it in personal liability or be unjustly prejudicial to the Holders of Securities
of such series not consenting (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not
such actions or forbearances are unduly prejudicial to such Holders), and


 



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(4)       the
Trustee may demand security and/or indemnity reasonably satisfactory to it in accordance with Section 602.


 


SECTION
513.       Waiver of Past Defaults.


 


Subject to Section 502, the Holders of not
less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series waive any past default hereunder with respect to Securities of such series and its consequences, except a default


 


(1)       in
the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series, or


 


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


 


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


 


SECTION
514.       Waiver of Stay or Extension Laws.


 


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


 


Article
Six



 


THE TRUSTEE


SECTION
601.       Notice of Defaults.


 


Within 90 days after the occurrence of any
Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided
in TIA Section 313(c), notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any)
or interest, if any, on any Security of such series, or in the payment of any sinking or purchase fund installment with respect
to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders of the Securities of such series; and provided further
that in the case of any Default or breach of the character specified in Section 501 (4) with respect to the Securities of such
series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof.


 



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SECTION
602.       Certain Rights of Trustee.


 


(1)         Prior
to the time when the occurrence of an Event of Default becomes known to a Responsible Officer of the Trustee and after the curing
or waiving of all such Events of Default with respect to a series of Securities that may have occurred:


 


(a)       the
duties and obligations of the Trustee shall with respect to the Securities of any series be determined solely by the express provisions
of this Indenture, including without limitation Section 107 of this Indenture, and the Trustee shall not be liable with respect
to the Securities except for the performance of such duties and obligations as are specifically set forth in this Indenture, including
without limitation Section 107 of this Indenture, and no implied covenants or obligations shall be read into this Indenture against
the Trustee; and


 


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


 


(2)        
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


(3)        
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.


 


(4)        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 believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 



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(5)       Any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, 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.


 


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


 


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


 


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


 


(9)       The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon 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 upon reasonable notice
and at reasonable times during normal business hours to examine the books, records and premises of the Company, personally or by
agent or attorney.


 


(10)       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.


 


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


 


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


 


(13)       The
permissive rights of the Trustee enumerated herein shall not be construed as duties and the Trustee shall not be answerable for
other than its own negligent action, its own negligent failure to act or its own willful misconduct with respect to such permissive
rights.


 



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


 


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


 


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


 


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


 


(18)       The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts
of civil or military authorities and governmental action.


 


The Trustee shall not be required to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
and/or security against such risk or liability is not reasonably assured to it.


 


The parties hereto acknowledge that in order
to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations
that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain,
verify, record and update information that identifies each person establishing a relationship or opening an account. The parties
to this Indenture agree that they will provide to the Trustee such information as it may request, from time to time, in order for
the Trustee to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification
number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening
the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.


 



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SECTION
603.       Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications
set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of Securities or the proceeds thereof.


 


SECTION
604.       May Hold Securities.


 


The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent.


 


SECTION
605.       Money Held in Trust.


 


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


 


SECTION
606.       Compensation and Reimbursement and Indemnification of Trustee.


 


The Company agrees:


 


(1)       To
pay to the Trustee or any predecessor Trustee from time to time such compensation for all services rendered by it hereunder as
has been agreed upon from time to time in writing (which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust).


 


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


 



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(3)       To
indemnify each of the Trustee or any predecessor Trustee and their respective officers, directors, employees, representatives and
agents, for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct
on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses (including reasonable fees and expenses of its agents and counsel) of defending itself against any claim
or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify
the Company of any third-party claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided,
however, that any failure to provide such notice shall not relieve the Company of its obligations hereunder unless, and solely
to the extent that, such failure materially prejudices the Company’s defense of such claim. The Company shall defend the
claim, with counsel and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense; provided
that if the defendants in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there
may be legal defenses available to it which are different from or additional to those available to the Company, or the Trustee
has concluded that there may be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee
shall have the right to select one separate counsel and the Company shall be required to pay the reasonable and documented fees
and expenses of such separate counsel. Any settlement that involves the Trustee may not be entered into without the written consent
of the Trustee (which consent shall not be unreasonably withheld), unless the Trustee is given a full and unconditional release
from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault,
culpability or failure to act by or on behalf of the Trustee. Any settlement by the Trustee which affects the Company may not be
entered into without the written consent of the Company, unless such settlement does not include a statement or admission of fault,
culpability or failure to act by or on behalf of the Company.


 


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


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 501 occurs, the expenses and compensation for such services are intended
to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal, State or analogous foreign law for
the relief of debtors.


 


The provisions of this Section 606 shall
survive the resignation or removal of the Trustee and the satisfaction, termination or discharge of this Indenture.


 


SECTION
607.       Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
that shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal,
State, Territorial or the District of Columbia supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time 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.


 



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SECTION
608.       Disqualification; Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 


SECTION
609.       Resignation and Removal; Appointment of Successor.


 


(a)       No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610. All
outstanding fees, expenses and indemnities of the Trustee shall be satisfied by the Company upon resignation or removal.


 


(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.


 


(c)       The
Trustee may be removed at any time with respect to the Securities of any series by (i) the Company, by an Officers’ Certificate
delivered to the Trustee, provided that contemporaneously therewith (x) the Company immediately appoints a successor Trustee
with respect to the Securities of such series meeting the requirements of Section 607 hereof and (y) the terms of Section 610 hereof
are complied with in respect of such appointment (the Trustee being removed hereby agreeing to execute the instrument contemplated
by Section 610(b) hereof, if applicable, under such circumstances) and provided further that no Default with respect to
such Securities shall have occurred and then be continuing at such time, or (ii) Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee and to the Company.


 


(d)       If
at any time:


 


(1)       the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(2)       the
Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or
by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, 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 and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder
of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 



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(e)       If
an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving
of a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(f)       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). 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, 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 hereinafter provided, 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 Securities of such series.


 


(g)       The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the
Holders of Securities in Section 106. 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
610.       Acceptance of Appointment by Successor.


 


(a)       In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if
any, provided for in Section 606.


 



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


 


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


 


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


 


SECTION
611.       Merger, Conversion, Consolidation or Succession to Business.


 


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


 



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SECTION
612.       Appointment of Authenticating Agent.


 


At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company)
with respect to one or more series of Securities that shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of
the Trustee, a copy of which instrument shall be promptly furnished to the Company. 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 may otherwise be provided pursuant to Section
301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws
of the United States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating
Agent, eligible to serve as trustee hereunder pursuant to Section 607. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.


 


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


 


An Authenticating Agent for any series of
Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The
Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall promptly
give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent
will serve in the manner set forth in Section 106. 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 herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 



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The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this
Section.


 


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


 


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


 


	 	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By:	
	 	 	as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer









 


If all of the Securities of a series may
not be originally issued at one time, and 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 by the Company in writing (which writing need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which, if so requested by the
Company, shall be an Affiliate of the Company) having an office in a Place of Payment designated by the Company with respect to
such series of Securities, provided that the terms and conditions of such appointment are acceptable to the Trustee.


 


Article
Seven


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


The Company will furnish or cause to be
furnished to the Trustee:


 


(a)       Semi-annually,
not later than March 15 and September 15 in each year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of each series as of the preceding March 1 or September 1, as the case may be; and


 



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


 


Excluding from any such list names
and addresses received by the Trustee in its capacity as Security Registrar.


 


SECTION
702.       Preservation of Information; Communications to Holders.


 


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


 


(b)       The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.


 


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


 


SECTION
703.       Reports by Trustee.


 


Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit
by mail to all Holders of Securities in the manner and to the extent provided in TIA Section 313(c) a brief report dated as of
such May 15 which meets the requirements of TIA Section 313(a).


 


A copy of each such report shall, at the
time of such transmission to such Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities
are listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing of the Securities
on any stock exchange. In the event that, on any such reporting date, no events have occurred under the applicable sections of
the TIA within the 12 months preceding such reporting date, the Trustee shall be under no duty or obligation to provide such reports.


 



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SECTION
704.       Reports by Company.


 


The Company will:


 


(1)       file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant 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 such Sections, then it will file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; and


 


(2)       file
with the Trustee and the Commission, in accordance with 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.


 


Delivery of such reports, information, and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).
Notwithstanding anything to the contrary set forth herein, for the purposes of this Section, any information, documents or reports
filed electronically with the Commission and made publicly available shall be deemed filed with and delivered to the Trustee at
the same time as filed with the Commission.


 


The Trustee shall transmit by mail to the
Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in TIA
Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to subparagraphs
(1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. In no event
shall the Trustee be obligated to determine whether or not any report, information or document shall have been filed with the Commission.


 


SECTION
705.       Calculation of Original Issue Discount.


 


Upon request of the Trustee, the Company
shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities as of the end of such year.


 



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Article
Eight


 


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


SECTION
801.       Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or
merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any Person,
unless:


 


(1)       either
the Company shall be the continuing entity, or the entity (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially
as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities
and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;


 


(2)       immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing; and


 


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


 


SECTION
802.       Successor Person Substituted.


 


Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801,
the successor entity formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance
or transfer 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 had been named as the Company herein; and in the event of any such conveyance
or transfer, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and may
be dissolved and liquidated.


 


Article
Nine


 


SUPPLEMENTAL INDENTURES


 


SECTION
901.       Supplemental Indentures Without Consent of Holders.


 


Without the consent of any Holders of Securities,
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 reasonably 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 contained; or


 



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


 


(3)       to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default
such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than
that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of
that or those series of Securities to which such additional Events of Default apply to waive such default; or


 


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


 


(5)       to
secure the Securities; or


 


(6)       to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301, including the provisions and procedures
relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or


 


(7)       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; or


 


(8)       to
cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action
shall not adversely affect the interests of the Holders of Securities of any series in any material respect; 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 Sections 401, 1402 and 1403; provided that any such action shall not
adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.


 



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SECTION
902.       Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of not less
than a majority in aggregate principal amount of all Outstanding Securities 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 that affects such series of Securities or of modifying in any
manner the rights of the Holders of such series of Securities under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


(1)       change
the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Security, subject
to the provisions of Section 308; or the terms of any sinking fund with respect to any Security; or reduce the principal amount
thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium payable upon
the redemption thereof, or change any 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 portion of the principal of an Original Issue Discount Security
or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
502, or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any
right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the Currency in which,
any Security or any premium or interest thereon 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 or repayment at the option of the Holder, on or
after the Redemption Date or the Repayment Date, as the case may be), or adversely affect any right to convert or exchange any
Security as may be provided pursuant to Section 301 herein, or modify the subordination provisions set forth in Article Sixteen
in a manner that is adverse to the Holder of any Outstanding Security, 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 with respect to such series (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, Section 513 or Section 1006, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of
a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 610(b) and 901(8).


 



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


 


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


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a
record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless
such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90
days after such record date, any such consent previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.


 


SECTION
903.       Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the documents
required by Section 102 of this Indenture, 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 that
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


SECTION
904.       Effect of Supplemental Indentures.


 


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


 


SECTION
905.       Conformity with Trust Indenture Act.


 


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


 


SECTION
906.       Reference in Securities to Supplemental Indentures.


 


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


 



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Article
Ten


 


COVENANTS


 


SECTION
1001.       Payment of Principal, Premium, if any, and Interest.


 


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 (and premium, if any,
on) and interest, if any, on the Securities of that series in accordance with the terms of such series of Securities and this Indenture.
Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option of the Company, all
payments of principal may be paid by check to the registered Holder of the Registered Security or other person entitled thereto
against surrender of such Security.


 


SECTION
1002.       Maintenance 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 that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that
series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and
demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any
time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee at its Corporate Trust Office as its agent to
receive such respective presentations, surrenders, notices and demands.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
of 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 accordance with the
requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the Company hereby designates
as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of
New York, and initially appoints the Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of New York as
its agent to receive all such presentations, surrenders, notices and demands.


 



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Unless otherwise specified with respect
to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a currency other
than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of
the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange
Rate Agent.


 


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


 


If the Company shall at any time act as
its own Paying Agent with respect to any series of any Securities, it will, on or before each due date of the principal of (or
premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)), sufficient to pay the principal (and premium,
if any) and interest, if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.


 


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


 


The Company 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 of money held in trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.


 


Except as otherwise provided in the Securities
of any series, 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 (or premium, if any) or interest, if any, on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be paid to the Company upon Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such money held in trust, 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, notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company.


 



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SECTION
1004.       Additional Amounts.


 


If the Securities of a series provide for
the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series such Additional Amounts as
may be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of (or premium, if any) or interest, if any, on any Security of any series 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 for by the terms of such series established pursuant to Section 301 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 provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.


 


Except as otherwise specified as contemplated
by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior
to Maturity, the first day on which a payment of principal premium is made), and at least 10 days prior to each
date of payment of principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that
series who are not United States persons without withholding for or on account of any tax, assessment or other governmental charge
described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series and
the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the
event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to
any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding
or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant
to this Section or in reliance on the Company’s not furnishing such an Officers’ Certificate.


 



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SECTION
1005.       Statement as to Compliance.


 


(1)       The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof, so long as
any Security is Outstanding hereunder, a brief certificate from the principal executive officer, principal financial officer or
principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture. For purposes of this Section 1005, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.


 


(2)       The
Company will, so long as any series of Securities are Outstanding, deliver to the Trustee, within 5 Business Days of any officer
listed in (1) above becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or
condition contained in this Indenture, an Officers’ Certificate specifying such Default, Event of Default, default or event
of default and what action the Company is taking or proposes to take with respect thereto and the status thereof.


 


SECTION
1006.       Waiver of Certain Covenants.


 


As specified pursuant to Section 301(15),
for Securities of any series, the Company may omit in any particular instance to comply with any covenant or condition set forth
in any covenants of the Company added to Article Ten pursuant to Section 301(14) or Section 301(15) in connection with the Securities
of a series, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of
all Outstanding Securities of such series, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force and effect.


 


Article
Eleven


 


REDEMPTION OF SECURITIES


 


SECTION
1101.       Applicability of Article.


 


Securities of any series that are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.


 


SECTION
1102.       Election 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
less than all of the Securities of any series, 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 in writing of such Redemption Date and of the
principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities to be redeemed,
and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1103. In the case of any redemption of Securities of any series prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction.


 



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SECTION
1103.       Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
issued on the same day with the same 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 in accordance with the applicable Depository procedures. If the Securities
to be redeemed or repurchased are not global Securities then held by the Depository, the Trustee shall select the Securities to
be redeemed (i) if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the securities are listed, (ii) on a pro rata basis to the extent practicable or (iii) to
the extent that selection on a pro rata basis is not practicable, by lot or such other similar method the Trustee deems to be fair
and appropriate, from the Outstanding Securities of such series issued on such date with the same terms not previously called for
redemption; provided that such method complies with the rules of any national securities exchange or quotation system on which
the Securities are listed, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination
for Securities of such series.


 


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 Security
redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.


 


SECTION
1104.       Notice of Redemption.


 


Notice of redemption shall be given in the
manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter period
is specified by the terms of such series established pursuant to Section 301, to each Holder of Securities to be redeemed, but
failure to give such notice in the manner herein provided to the Holder of any Security 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 such Security or portion thereof.


 



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


 


All notices of redemption shall state:


 


(1)       the
Redemption Date,


 


(2)       the
Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106,


 


(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 that relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder will receive, without a 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 and accrued interest, if any, to the Redemption Date payable as provided in Section
1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date,


 


(6)       the
Place or Places of Payment where such Securities, are to be surrendered for payment of the Redemption Price and accrued interest,
if any,


 


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


 


(8)       the
CUSIP number of such Security, 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
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.


 


SECTION
1105.       Deposit of Redemption Price.


 


On or prior to 10:00 am, New York City time,
on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (unless otherwise specified pursuant to
Section 301) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date.


 



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SECTION
1106.       Securities Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with
accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest, if any) such Securities shall if the same were interest-bearing cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that unless
otherwise specified as contemplated by Section 301, 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 relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption
Date at the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.


 


SECTION
1107.       Securities Redeemed in Part.


 


Any Registered Security that is to be redeemed
only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing)
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge
a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.
If a temporary global Security or permanent global Security is so surrendered, such new Security so issued shall be a new temporary
global Security or permanent global Security, respectively. However, if less than all the Securities of any series with differing
issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date.


 



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Article
Twelve


 


SINKING FUNDS


 


SECTION
1201.       Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section
301 for Securities of such series.


 


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


 


SECTION
1202.       Satisfaction of Sinking Fund Payments with Securities.


 


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


 


SECTION
1203.       Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking
fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ 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 in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided
in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting 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 delivered and credited. If such Officers’ 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 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section
1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Sections 1106 and 1107.


 



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Article
Thirteen


 


REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION
1301.       Applicability of Article.


 


Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except
as otherwise specified by the terms of such series established pursuant to Section 301) in accordance with this Article.


 


SECTION
1302.       Repayment of Securities.


 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid
at the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before 10:00 am, New York City time, on the Repayment Date it
will 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 in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price
of, and (unless otherwise specified pursuant to Section 301) accrued interest on, all the Securities or portions thereof, as the
case may be, to be repaid on such date.


 


SECTION
1303.       Exercise of Option.


 


Securities of any series subject to repayment
at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities.
To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment”
form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing),
must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire Repayment Price of such Security is to be repaid in accordance
with the terms of such Security, the portion of the Repayment Price of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to
the Holder for the portion of such Security surrendered that is not to be repaid, must be specified. Any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount
of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.


 



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SECTION
1304.       When Securities Presented for Repayment Become Due and Payable.


 


If Securities of any series providing for
repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant
to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless
the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest. Upon surrender of any such Security for repayment in accordance with such provisions, the Repayment Price
of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided,
however, that installments of interest on Registered Securities, whose Stated Maturity is prior to (or, if specified pursuant
to Section 301, on) the Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the
payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Security surrendered for repayment
shall not be so repaid upon surrender thereof, the Repayment Price shall, until paid, bear interest from the Repayment Date at
the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity
of such Security.


 


SECTION
1305.       Securities Repaid in Part.


 


Upon surrender of any Registered Security
that is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series,
and of like tenor, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange
for the portion of the principal of such Security so surrendered that is not to be repaid. If a temporary global Security or permanent
global Security is so surrendered, such new Security so issued shall be a new temporary global Security or a new permanent global
Security, respectively.


 



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Article
Fourteen


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
1401.       Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section 301 provision is
made for either or both of (a) defeasance of the Securities of or within a series under Section 1402 or (b) covenant defeasance
of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities, and the Company may at its option by Board Resolution,
at any time, with respect to such Securities, elect to have either Section 1402 (if applicable) or Section 1403 (if applicable)
be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Article.


 


SECTION
1402.       Defeasance and Discharge.


 


Upon the Company’s exercise of the
above option applicable to this Section with respect to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth
in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes
of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section, and to have satisfied
all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive
until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely
from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal
of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations
with respect to such Securities under Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1004, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities. Following a defeasance, payment
of such Securities may not be accelerated because of an Event of Default.


 


SECTION
1403.       Covenant Defeasance.


 


Upon the Company’s exercise of the
above option applicable to this Section with respect to any Securities of or within a series, if specified pursuant to Section
301, the Company shall be released from its obligations under any covenant, with respect to such Outstanding Securities on and
after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such
Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in connection with such covenant, but shall continue to be
deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of such Securities
may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section 1403.


 



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SECTION
1404.       Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series:


 


(a)       The
Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying
the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated
solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable
at Stated Maturity), or (2) Government Obligations applicable to such Securities (determined on the basis of the Currency in which
such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal
of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount,
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee)
to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the
Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities.


 


(b)       Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company is a party or by which it is bound.


 


(c)       No
Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 501(5) and 501(6) are concerned, at any time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).


 



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(d)       In
the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.


 


(e)       In
the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred.


 


(f)       The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that as a result of a deposit pursuant to subsection (a) above and the related
exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under
the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds.


 


(g)       Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional
or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section
301.


 


SECTION
1405.       Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405,
the “Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of any series shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any,
but such money need not be segregated from other funds except to the extent required by law.


 



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Unless otherwise specified with respect
to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit pursuant to Section 1404(a) has been made in respect
of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security
in respect of which the deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security shall
be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any,
on) and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the
Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion
Event, such conversion shall be based on the applicable Market Exchange Rate for such Currency in effect (as nearly as feasible)
at the time of the Conversion Event.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited pursuant
to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by
law is for the account of the Holders of such Outstanding Securities.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable,
in accordance with this Article.


 


Article
Fifteen


 


MEETINGS OF HOLDERS OF SECURITIES


 


SECTION
1501.       Purposes for Which Meetings May Be Called.


 


A meeting of Holders of any series of Securities
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
1502.       Call, 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 Borough of Manhattan, The City of New York 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.


 



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(b)       In
case at any time the Company, 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 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 Borough of Manhattan, The City of New York for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.


 


SECTION
1503.       Persons 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
1504.       Quorum; 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, waiver,
request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be made, given or
taken by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute
a quorum. In the absence of a quorum within 30 minutes of 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 any 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.


 



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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 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,
waiver, request, demand, notice, authorization, direction 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 that 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, whether or not present or represented at the meeting.


 


Notwithstanding the foregoing provisions
of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any consent,
waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the
Holders of such series and one or more additional series:


 


(i)       there
shall be no minimum quorum requirement for such meeting; and


 


(ii)       the
principal amount of the Outstanding Securities of such series that vote in favor of such consent, waiver, request, demand, notice,
authorization, direction or other action shall be taken into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.


 


SECTION
1505.       Determination 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 a 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. 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.


 



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(c)       At
any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal
amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, 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
1506.       Counting 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 duplicate of all votes cast at the meeting. A record, at least in duplicate, 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 fact, 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.


 


Article
Sixteen


 


SUBORDINATION OF SECURITIES


 


SECTION
1601.       Agreement to Subordinate.


 


The Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Subordinated Securities by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all of the Subordinated Securities
is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment
in full of all Senior Indebtedness.


 



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SECTION
1602.       Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.


 


Upon any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization
or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the


 


Senior Indebtedness and the Holders thereof
with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


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


 


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


 


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


 



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Subject to the payment in full of all Senior
Indebtedness, the Holders of the Subordinated Securities shall be subrogated to the rights of the Holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the
principal of (and premium, if any, on) and interest, if any, on the Subordinated Securities shall be paid in full and no such payments
or distributions to the Holders of the Subordinated Securities of cash, property or securities otherwise distributable to the Holders
of Senior Indebtedness shall, as between the Company, its creditors other than the Holders of Senior Indebtedness, and the Holders
of the Subordinated Securities be deemed to be a payment by the Company to or on account of the Subordinated Securities. It is
understood that the provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights
of the Holders of the Subordinated Securities, on the one hand, and the Holders of the Senior Indebtedness, on the other hand.
Nothing contained in this Article Sixteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall
impair, as between the Company, its creditors other than the Holders of Senior Indebtedness, and the Holders of the Subordinated
Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Subordinated Securities
the principal of (and premium, if any) and interest, if any, on the Subordinated Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of the Holders of the Subordinated Securities and
creditors of the Company other than the Holders of Senior Indebtedness, nor shall anything herein or in the Subordinated Securities
prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of the Holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article Sixteen, the Trustee, subject to the provisions of Section 601, shall be entitled
to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose
of ascertaining the Persons entitled to participate in such distribution, the Holders of Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Sixteen.


 


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


 


With respect to the Holders of Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this
Article and no implied covenants or obligations with respect to Holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee does not owe any fiduciary duties to the Holders of Senior Indebtedness other than Securities
issued under this Indenture.


 



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SECTION
1603.       No Payment on Subordinated Securities in Event of Default on Senior Indebtedness.


 


No payment by the Company on account of
principal (or premium, if any), sinking funds or interest, if any, on the Subordinated Securities shall be made unless full payment
of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or duly provided
for in money or money’s worth.


 


SECTION
1604.       Payments on Subordinated Securities Permitted.


 


Nothing contained in this Indenture or in
any of the Subordinated Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making,
at any time except as provided in Sections 1602 and 1603, payments of principal of (or premium, if any) or interest, if any, on
the Subordinated Securities, (b) without limiting clause (c) of this sentence, prevent the application by the Trustee of any moneys
deposited with it hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if any, on the
Subordinated Securities, unless the Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting
the making of such payment more than three Business Days prior to the date fixed for such payment or (c) prevent the application
by the Trustee of any moneys or the proceeds of Government Obligations deposited with it pursuant to Section 1404(a) to the payment
of or on account of the principal of (or premium, if any, on) or interest, if any, on the Subordinated Securities if all the conditions
specified in Section 1404 to the application of Section 1402 or Section 1403, as applicable, have been satisfied prior to the date
the Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting the making of such payment.


 


SECTION
1605.       Authorization of Holders to Trustee to Effect Subordination.


 


Each Holder of Subordinated Securities by
his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article Sixteen and appoints the Trustee his attorney-in-fact for any and all
such purposes.


 


SECTION
1606.       Notices to Trustee.


 


Notwithstanding the provisions of this Article
or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment of moneys to
or by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have received (in the case of the
Trustee, at its Corporate Trust Office) written notice thereof from the Company or from the Holder of any Senior Indebtedness or
from the trustee for any such Holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or
of the authority of such trustee; provided, however, that if at least three Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without limitation, the payment of either the principal (or
premium, if any) or interest, if any, on any Subordinated Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 1606, then, anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall
not be affected by any notice to the contrary, which may be received by it within three Business Days prior to such date. The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Senior Indebtedness
(or a trustee on behalf of such Holder) to establish that such a notice has been given by a Holder of Senior Indebtedness or a
trustee on behalf of any such Holder. In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a Holder of Senior Indebtedness to participate in any payment or distribution pursuant
to this Article Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such Person under this Article Sixteen and, if such evidence
is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


 



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SECTION
1607.       Trustee as Holder of Senior Indebtedness.


 


The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article Sixteen in respect of any Senior Indebtedness at any time held by it to
the same extent as any other Holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee
of any of its rights as such Holder.


 


Nothing in this Article Sixteen shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 606.


 


SECTION
1608.       Modifications of Terms of Senior Indebtedness.


 


Any renewal or extension of the time of
payment of any Senior Indebtedness or the exercise by the Holders of Senior Indebtedness of any of their rights under any instrument
creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done
all without notice to or assent from the Holders of the Subordinated Securities or the Trustee.


 


No compromise, alteration, amendment, modification,
extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in
respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness
is outstanding or of such Senior Indebtedness, whether or not any of the foregoing are in accordance with the provisions of any
applicable document, shall in any way alter or affect any of the provisions of this Article Sixteen or of the Subordinated Securities
relating to the subordination thereof.


 


SECTION
1609.       Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets
of the Company referred to in this Article Sixteen, the Trustee and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Subordinated Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the Holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article Sixteen.


 


* * * * *


 


This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Indenture. The exchange of copies of this Indenture and delivery of signature pages by facsimile, .pdf transmission,
e-mail or other electronic means shall constitute effective execution and delivery of this Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile, .pdf transmission, e-mail or other electronic means (including, without limitation,
DocuSign or Adobe Sign) shall be deemed to be their original signatures for all purposes.


 




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


 


	 	OXFORD LANE CAPITAL CORP.
	 	 	 	 
	 	By:	/s/
    Jonathan H. Cohen
	 	 	Name: 	Jonathan H. Cohen
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee    
	 	 	 	 
	 	By:	/s/
    Karen Beard  
	 	 	Name:	Karen R. Beard
	 	 	Title:	Vice President



 


[Signature Page to Base Indenture]