Exhibit 4.7


 


 


NORTHWEST BIOTHERAPEUTICS, INC.

AND


 


_______________________,

TRUSTEE


 


____________________

INDENTURE


 


DATED AS OF

_______, 2022


 


SUBORDINATED DEBT SECURITIES


 






     


     


    

 


NORTHWEST BIOTHERAPEUTICS, INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF _______ ___, 2022


 


	Section of
    Trust Indenture Act of 1939	Section(s) of
    Indenture
	 	 
	§ 310(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	609
	(b)	608, 610
	§ 311(a)	613
	(b)	613
	(c)	Not Applicable
	§ 312(a)	701, 702 (a)
	(b)	702 (b)
	(c)	702 (b)
	§ 313(a)	703 (a)
	(b)	703 (a)
	(c)	703 (a)
	(d)	703 (b)
	§ 314(a)	704, 1005
	(b)	Not Applicable
	(c)(1)	103
	(c)(2)	103
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	103
	§ 315(a)	601 (a)
	(b)	602
	(c)	601 (b)
	(d)	601 (c)
	(d)(1)	601 (c) (1)
	(d)(2)	601 (c) (2)
	(d)(3)	601 (c) (3)
	(e)	511
	§ 316(a)(1)(A)	505
	(a)(1)(B)	504
	(a)(2)	Not Applicable
	(a)(last
    sentence)	101
	(b)	507
	§ 317(a)(1)	503
	(a)(2)	509
	(b)	1003
	§ 318(a)	108
	(b)	Not Applicable
	(c)	108


 


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


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Article I DEFINITIONS AND OTHER PROVISIONS
    OF GENERAL APPLICATION	 	1
	Section 1.01.	Definitions	 	1
	Section 1.02.	Incorporation by Reference of Trust Indenture Act	 	9
	Section 1.03.	Compliance Certificates and Opinions	 	10
	Section 1.04.	Form of Documents Delivered to Trustee	 	10
	Section 1.05.	Acts of Holders; Record Dates	 	11
	Section 1.06.	Notices, etc., to Trustee and Company	 	12
	Section 1.07.	Notice to Holders; Waiver	 	13
	Section 1.08.	Conflict with Trust Indenture Act	 	13
	Section 1.09.	Effect of Headings and Table of Contents	 	13
	Section 1.10.	Successors and Assigns	 	14
	Section 1.11.	Separability Clause	 	14
	Section 1.12.	Benefits of Indenture	 	14
	Section 1.13.	Governing Law	 	14
	Section 1.14.	Legal Holidays	 	14
	Section 1.15.	Corporate Obligation	 	14
	Section 1.16.	Waiver of Jury Trial	 	14
	Section 1.17.	Force Majeure	 	15
	 	 	 	 
	Article II SECURITY FORMS	 	15
	Section 2.01.	Forms Generally	 	15
	Section 2.02.	Form of Trustee’s Certificate of Authentication	 	15
	Section 2.03.	Securities in Global Form	 	16
	Section 2.04.	Book-Entry Securities	 	17
	 	 	 	 
	Article III THE SECURITIES	 	18
	Section 3.01.	Amount Unlimited; Issuable in Series	 	19
	Section 3.02.	Denominations	 	21
	Section 3.03.	Execution, Authentication, Delivery and Dating	 	21
	Section 3.04.	Temporary Securities	 	23
	Section 3.05.	Registration, Registration of Transfer and Exchange	 	23
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	 	25



 






    i


     


    

 


	Section 3.07.	Payment of Interest; Interest Rights
Preserved	 	26
	Section 3.08.	Persons Deemed Owners	 	27
	Section 3.09.	Cancellation	 	27
	Section 3.10.	Computation of Interest	 	27
	Section 3.11.	Cusip Numbers	 	28
	 	 	 	 
	Article IV SATISFACTION AND DISCHARGE;
    LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	28
	Section 4.01.	Satisfaction and Discharge of Indenture	 	28
	Section 4.02.	Option to Effect Legal Defeasance or Covenant Defeasance	 	29
	Section 4.03.	Legal Defeasance and Discharge	 	29
	Section 4.04.	Covenant Defeasance	 	30
	Section 4.05.	Conditions to Legal or Covenant Defeasance	 	30
	Section 4.06.	Deposited Money and u.s.
Government Obligations to be Held in Trust; Other Miscellaneous Provisions	 	32
	Section 4.07.	Repayment to Company	 	32
	Section 4.08.	Reinstatement	 	32
	 	 	 	 
	Article V REMEDIES	 	33
	Section 5.01.	Events of Default	 	33
	Section 5.02.	Acceleration	 	34
	Section 5.03.	Other Remedies	 	35
	Section 5.04.	Waiver of Past Defaults	 	35
	Section 5.05.	Control by Majority	 	35
	Section 5.06.	Limitation on Suits	 	36
	Section 5.07.	Rights of Holders of Securities to Receive Payment	 	36
	Section 5.08.	Collection Suit by Trustee	 	36
	Section 5.09.	Trustee May File Proofs of Claim	 	37
	Section 5.10.	Priorities	 	37
	Section 5.11.	Undertaking for Costs	 	38
	 	 	 	 
	Article VI THE TRUSTEE	 	38
	Section 6.01.	Certain Duties and Responsibilities	 	38
	Section 6.02.	Notice of Defaults	 	39
	Section 6.03.	Certain Rights of Trustee	 	39
	Section 6.04.	Not Responsible for Recitals or Issuance of Securities	 	41



 






    ii


     


    

 


	Section 6.05.	May Hold Securities	 	41
	Section 6.06.	Money Held in Trust	 	41
	Section 6.07.	Compensation and Reimbursement	 	41
	Section 6.08.	Disqualification; Conflicting Interests	 	42
	Section 6.09.	Corporate Trustee Required; Eligibility	 	43
	Section 6.10.	Resignation and Removal; Appointment of Successor	 	43
	Section 6.11.	Acceptance of Appointment by Successor	 	44
	Section 6.12.	Merger, Conversion, Consolidation or Succession to
Business	 	45
	Section 6.13.	Preferential Collection of Claims against Company	 	46
	Section 6.14.	Appointment of Authenticating Agent	 	46
	 	 	 	 
	Article VII HOLDER’S LISTS AND
    REPORTS BY TRUSTEE AND COMPANY	 	48
	Section 7.01.	Company to Furnish Trustee Names and Addresses of Holders	 	48
	Section 7.02.	Preservation of Information; Communications to Holders	 	48
	Section 7.03.	Reports by Trustee	 	48
	Section 7.04.	Reports by Company	 	49
	 	 	 	 
	Article VIII CONSOLIDATION, MERGER,
    CONVEYANCE, TRANSFER OR LEASE	 	49
	Section 8.01.	Company May Consolidate, Etc., Only on Certain
Terms	 	49
	Section 8.02.	Successor Person Substituted	 	50
	 	 	 	 
	Article IX SUPPLEMENTAL INDENTURES	 	50
	Section 9.01.	Without Consent of Holders	 	50
	Section 9.02.	With Consent of Holders	 	51
	Section 9.03.	Compliance with Trust Indenture Act	 	53
	Section 9.04.	Revocation and Effect of Consents	 	53
	Section 9.05.	Notation on or Exchange of Securities	 	53
	Section 9.06.	Trustee to Sign Amendments, Etc.	 	53
	 	 	 	 
	Article X COVENANTS	 	54
	Section 10.01.	Payment of Principal, Premium and Interest	 	54
	Section 10.02.	Maintenance of Office or Agency	 	54
	Section 10.03.	Money for Securities Payments to be Held in Trust	 	54
	Section 10.04.	Existence	 	56
	Section 10.05.	Statement by Officers as to Default	 	56
	Section 10.06.	Waiver of Certain Covenants	 	56
	Section 10.07.	Additional Amounts	 	57



 






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	Article XI REDEMPTION OF SECURITIES	 	57
	Section 11.01.	Applicability of Article	 	57
	Section 11.02.	Election to Redeem; Notice to Trustee	 	57
	Section 11.03.	Selection by Trustee of Securities to be Redeemed	 	58
	Section 11.04.	Notice of Redemption	 	58
	Section 11.05.	Deposit of Redemption Price	 	59
	Section 11.06.	Securities Payable on Redemption Date	 	59
	Section 11.07.	Securities Redeemed in Part	 	59
	Section 11.08.	Purchase of Securities	 	60
	 	 	 	 
	Article XII SINKING FUNDS	 	60
	Section 12.01.	Applicability of Article	 	60
	Section 12.02.	Satisfaction of Sinking Fund Payments with Securities	 	60
	Section 12.03.	Redemption of Securities for Sinking Fund	 	61
	 	 	 	 
	Article XIII MEETINGS OF HOLDERS OF SECURITIES	 	61
	Section 13.01.	Purposes for which Meetings may be Called	 	61
	Section 13.02.	Call, Notice and Place of Meetings	 	61
	Section 13.03.	Persons Entitled to Vote at Meetings	 	62
	Section 13.04.	Quorum; Action	 	62
	Section 13.05.	Determination of Voting Rights; Conduct and Adjournment
of Meetings	 	63
	Section 13.06.	Counting Votes and Recording Action of Meetings	 	63
	 	 	 	 
	Article XIV SUBORDINATION OF SECURITIES	 	64
	Section 14.01.	Securities Subordinated to Senior Indebtedness	 	64
	Section 14.02.	Subrogation	 	65
	Section 14.03.	Obligation of the Company Unconditional	 	65
	Section 14.04.	Payments on Securities Permitted	 	66
	Section 14.05.	Effectuation of Subordination by Trustee	 	66
	Section 14.06.	Knowledge of Trustee	 	66
	Section 14.07.	Notices from Holders of Senior Indebtedness	 	67
	Section 14.08.	Trustee May Hold Senior Indebtedness	 	67
	Section 14.09.	Rights of Holders of Senior Indebtedness Not Impaired	 	67
	Section 14.10.	Default in Senior Indebtedness	 	68
	Section 14.11.	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	68


 






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INDENTURE


 


THIS Indenture, dated as of ________ ___, 2022,
between Northwest Biotherapeutics, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 4800 Montgomery Lane, Suite 800, Bethesda, MD 20814 and
________________, a ________ banking corporation, as Trustee (herein called the “Trustee”) the office of the Trustee
at which at the date hereof its corporate trust business is principally administered being ______________________.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness
(herein called the “Securities”), to be issued in one or more series as in this Indenture provided.


 


The Securities of each series will be in such form
as may be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, and may have such letters,
numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their
execution of the Securities.


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 





Article I


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 1.01.     Definitions.


 


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


 


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


 




    1


     


    




 


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


 


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


 


Certain terms, used principally in Article V,
are defined in Section 1.02.


 


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


 


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


 


“Affiliate” of any specified
Person means 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 Person authorized by the Trustee to act on behalf of the Trustee pursuant to Section 6.14 to authenticate Securities of one
or more series.


 


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


 


“Bankruptcy Law” has the meaning
specified in Section 5.01.


 


“Board of Directors” means


 


(1)            with
respect to a corporation, the board of directors of the corporation;


 






    2


     


    

 


(2)            with
respect to a partnership, the board of directors of the general partner of the partnership; and


 


(3)            with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board Resolution” means, with
respect to any Person, a resolution of such Person duly adopted by the Board of Directors of such Person and in full force and effect.


 


“Book-Entry Security” has the
meaning specified in Section 2.04.


 


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


 


“Capital Lease Obligation” means,
at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time
be required to be capitalized on a balance sheet in accordance with GAAP.


 


“Capital Stock” means:


 


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


 


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


 


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


 


(iv)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Change of Control Provisions”
has the meaning specified in Section 5.01.


 


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


 


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


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office
at the date hereof is that indicated in the introductory paragraph of this Indenture or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company.


 






    3


     


    

 


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


 


“Custodian” has the meaning specified
in Section 5.01.


 


“Default” means an event or condition
the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.


 


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


 


“Depositary” means, with respect
to the Securities of any series issuable or issued in the form of a global Security, the Person designated as Depositary by the Company
pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such person, “Depositary” as used with respect to the Securities of any series shall mean the
Depositary with respect to the Securities of that series.


 


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


 


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


 


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting profession of the United States of America, as in effect as
of the date of issuance of Securities.


 


“Guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner
(including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements), of all or any
part of Indebtedness.


 


“Guarantor” means any Subsidiary
that incurs a Guarantee.


 


“Hedging Agreement” means, with
respect to any Person, any agreement with respect to the hedging of price risk associated with the purchase of commodities used in the
business of such Person, so long as any such agreement has been entered into in the ordinary course of business and not for purposes
of speculation.


 


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


 






    4


     


    

 


“Indebtedness” means, with respect
to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:


 


(1)            borrowed
money;


 


(2)            evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than
obligations with respect to letters of credit securing obligations (other than obligations described in clause (1), (2) and (4) of
this definition) entered into in the ordinary course of business of such Person to the extent that such letters of credit are not drawn
upon);


 


(3)            banker’s
acceptances;


 


(4)            any
Capital Lease Obligations;


 


(5)            the
balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade
payable incurred in the ordinary course of business; or


 


(6)            any
Hedging Agreements,


 


if and to the extent any of the preceding items (other than letters
of credit and Hedging Agreements) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with
GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the
guarantee by the specified Person of any indebtedness of any other Person.


 


The amount of any Indebtedness outstanding as of
any date shall be:


 


(1)            the
accreted value thereof, in the case of any Indebtedness issued with original issue discount; and


 


(2)            the
principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.


 


“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 3.01 and the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument.


 


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


 


“Legal Defeasance” has the meaning
specified in Section 4.03.


 






    5


     


    

 


“Lien” means any lien, mortgage,
deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention
agreement, any lease in the nature thereof and any agreement to give any security interest).


 


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


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, the Controller, the
Secretary or an Assistant Treasurer, Assistant Controller or Assistant Secretary, of the Company, and delivered to the Trustee, which
certificate shall be in compliance with Section 1.03 hereof.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for or an employee of the Company, rendered, if applicable, in accordance with Section 314(c) of
the Trust Indenture Act, which opinion shall be in compliance with Section 1.03 hereof.


 


“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 5.02.


 


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


 


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


 


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


 


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


 


provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, or whether a quorum is present at a meeting of Holders of Securities, (a) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the principal amount thereof that would be
due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.02, (b) the
principal amount of a Security denominated in a foreign currency shall be the U.S. Dollar equivalent, determined by the Company on the
date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S.
Dollar equivalent, determined on the date of original issuance of such Security, of the amount determined as provided in (a) above),
of such Security and (c) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination
as to the presence of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 






    6


     


    

 


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


 


“Person” means an individual,
partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.


 


“Place of Payment” when used
with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on
the Securities of that series are payable as specified in accordance with Section 3.01 subject to the provisions of Section 10.02.


 


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


 


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


 


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


 


“Registered Security” means any
Security in the form established pursuant to Section 2.01 which is registered in the Security Register.


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as
contemplated by Section 3.01, or, if not so specified, the last day of the calendar month preceding such Interest Payment Date if
such Interest Payment Date is the fifteenth day of the calendar month or the fifteenth day of the calendar month preceding such Interest
Payment Date if such Interest Payment Date is the first day of a calendar month, whether or not such day shall be a Business Day.


 






    7


     


    

 


“Responsible Officer” when used
with respect to the Trustee, means any officer within the corporate trust department of the Trustee including any vice-president, assistant
vice-president, assistant treasurer, trust officer or any other officer who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers who have direct responsibility for the administration of the Indenture and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.


 


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


 


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


 


“Senior Indebtedness” means Indebtedness
of the Company, unless the instrument by which the Company incurred, assumed or guaranteed the indebtedness or obligations set forth
in the definition of the term “Indebtedness” expressly provides that such indebtedness or obligation is not senior in right
of payment to the Securities.


 


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


 


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


 


“Subsidiary” means, with respect
to any specified Person:


 


(i)            any
corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors
under ordinary circumstances shall at the time be owned, directly or indirectly by such Person; or


 


(ii)            any
other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly,
owned by such Person.


 


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


 






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“Trust Indenture Act” means the
Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 9.03.


 


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


 


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


 


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


 


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


 


“Wholly Owned Subsidiary” of
any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Subsidiary
that is incorporated in a jurisdiction other than a State in the United States of America or the District of Columbia, directors’
qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such
Person or any Wholly Owned Subsidiary of such Person.


 


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


 


Section 1.02.     Incorporation
by Reference of Trust Indenture Act.


 


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


 


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


 


“indenture securities” means the Securities.


 


“indenture securityholder” means a Holder.


 


“indenture to be qualified” means this
Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 






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


 


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


 


Section 1.03.     Compliance
Certificates and Opinions.


 


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


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include


 


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


 


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


 


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


 


(4)            a
statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with.


 


Section 1.04.     Form of
Documents Delivered to Trustee.


 


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


 






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


 


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


 


Section 1.05.     Acts
of Holders; Record Dates.


 


(1)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. 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 and so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or the holding of any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and 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 13.06.


 


The Company may set in advance a record date for
purposes of determining the identity of Holders of Registered Securities entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture. If not set by the Company prior to the first solicitation of a Holder of Registered Securities
of such series made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the later of 30 days prior to such first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee prior to such solicitation. If a record date is fixed, those Persons who were Holders of Outstanding
Registered Securities at such record date (or their duly designated proxies), and only those Persons, shall be entitled with respect
to such Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons
continue to be Holders after such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its
own expense, shall cause notice thereof to be given to the Trustee in writing in the manner provided in Section 1.06 and to the
relevant Holders as set forth in Section 1.07.


 






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


 


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


 


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


 


Section 1.06.     Notices, etc.,
to Trustee and Company.


 


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


 


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


 


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


 


The Company or the Trustee, by notice to the other,
may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than those
sent to the Trustee) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the
Trustee shall be deemed duly given and effective only upon receipt.


 






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Any notice or communication to a Holder shall be
mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery
to its address shown on the Security Register. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c),
to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.


 


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails a notice or communication to
Holders, it shall mail a copy to the Trustee, the Authenticating Agent and the Paying Agent at the same time.


 


Section 1.07.     Notice
to Holders; Waiver.


 


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


 


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


 


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 1.08.     Conflict
with Trust Indenture Act.


 


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


 


Section 1.09.     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.


 






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Section 1.10.     Successors
and Assigns.


 


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


 


Section 1.11.     Separability
Clause.


 


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


 


Section 1.12.     Benefits
of Indenture.


 


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


 


Section 1.13.     Governing
Law.


 


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


 


Section 1.14.     Legal
Holidays.


 


In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of principal and interest (and premium and Additional Amounts, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


 


Section 1.15.     Corporate
Obligation.


 


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


 


Section 1.16.     Waiver
of Jury Trial.


 


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


 






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Section 1.17.     Force
Majeure.


 


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


 


Article II


 


SECURITY
FORMS


 


Section 2.01.     Forms
Generally.


 


The Securities of each series shall be Registered
Securities and shall be in substantially such form or forms (including temporary or permanent global form) as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.
If temporary Securities of any series are issued in global form as permitted by Section 3.04, the form thereof shall be established
as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series (or
any such temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.03 for the authentication and delivery of such Securities (or any such temporary global Security).


 


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


 


Section 2.02.     Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 






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	 	By	 
	 	 	AUTHORIZED OFFICER


 


Section 2.03.     Securities
in Global Form.


 


If Securities of a series are issuable in global
form, as contemplated by Section 3.01, then, notwithstanding clause (10) of Section 3.01 and the provisions of Section 3.02,
any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that
it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company
Order to be delivered to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section 3.03
and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. If a Company Order pursuant
to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.03 and need not be accompanied
by an Opinion of Counsel.


 


The provisions of the last sentence of Section 3.03
shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the
Trustee the Security in global form together with written instructions (which need not comply with Section 1.03 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 3.03.


 


Notwithstanding the provisions of Sections 2.01
and 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of (and premium, if any) and interest
on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 3.08
and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat
a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a
written statement, if any, of the Holder of such global Security, which is produced to the Security Registrar by such Holder.


 


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


 






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Section 2.04.     Book-Entry
Securities.


 


Notwithstanding any provision of this Indenture
to the contrary:


 


(a)            At
the discretion of the Company, any Registered Security may be issued from time to time, in whole or in part, in permanent global form
registered in the name of a Depositary, or its nominee. Each such Registered Security in permanent global form is hereafter referred
to as a “Book-Entry Security.” Subject to Section 3.03, upon such election, the Company shall execute, and the
Trustee or an Authenticating Agent shall authenticate and deliver, one or more Book-Entry Securities that (i) are denominated in
an amount equal to the aggregate principal amount of the Outstanding Securities of such series if elected in whole or such lesser amount
if elected in part, (ii) are registered in the name of the Depositary or its nominee, (iii) are delivered by the Trustee or
an Authenticating Agent to the Depositary or pursuant to the Depositary’s instructions and (iv) bear a legend in substantially
the following form (or such other form as the Depositary and the Company may agree upon):


 


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


 


(b)            Any
Book-Entry Security shall be initially executed and delivered as provided in Section 3.03. Notwithstanding any other provision of
this Indenture, unless and until it is exchanged in whole or in part for Registered Securities not issued in global form, a Book-Entry
Security may not be transferred except as a whole by the Depositary to a nominee of such Depositary, by a nominee of such Depositary
to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.


 


(c)            If
at any time the Depositary notifies the Company or the Trustee that it is unwilling or unable to continue as Depositary for any Book-Entry
Securities, the Company shall appoint a successor Depositary, whereupon the retiring Depositary shall surrender or cause the surrender
of its Book-Entry Security or Securities to the Trustee. The Trustee shall promptly notify the Company upon receipt of such notice. If
a successor Depositary has not been so appointed by the effective date of the resignation of the Depositary, the Book-Entry Securities
will be issued as Registered Securities not issued in global form, in an aggregate principal amount equal to the principal amount of
the Book-Entry Security or Securities theretofore held by the Depositary.


 


The Company may at any time and in its sole discretion
determine that the Securities shall no longer be Book-Entry Securities represented by a global certificate or certificates, and will
so notify the Depositary. Upon receipt of such notice, the Depositary shall promptly surrender or cause the surrender of its Book-Entry
Security or Securities to the Trustee. Concurrently therewith, Registered Securities not issued in global form will be issued in an aggregate
principal amount equal to the principal amount of the Book-Entry Security or Securities theretofore held by the Depositary.


 






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Upon any exchange of Book-Entry Securities for Registered
Securities not issued in global form as set forth in this Section 2.04(c), such Book-Entry Securities shall be cancelled by the
Trustee, and Securities issued in exchange for such Book-Entry Securities pursuant to this Section shall be registered in such names
and in such authorized denominations as the Depositary for such Book-Entry Securities, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee or any Authenticating Agent shall deliver such Securities to the Persons
in whose names such Securities are so registered.


 


(d)            The
Company and the Trustee shall be entitled to treat the Person in whose name any Book-Entry Security is registered as the Holder thereof
for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the
Company; and the Trustee and the Company shall have no responsibility for transmitting payments to, communication with, notifying, or
otherwise dealing with any beneficial owners of any Book-Entry Security. Neither the Company nor the Trustee shall have any responsibility
or obligations, legal or otherwise, to the beneficial owners or to any other party including the Depositary, except for the Holder of
any Book-Entry Security; provided however, notwithstanding anything herein to the contrary, (i) for the purposes of determining
whether the requisite principal amount of Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver, instruction or other action hereunder as of any date, the Trustee shall treat any Person specified in a written
statement of the Depositary with respect to any Book-Entry Securities as the Holder of the principal amount of such Securities set forth
therein and (ii) nothing herein shall prevent the Company, the Trustee, or any agent of the Company or Trustee, from giving effect
to any written certification, proxy or other authorization furnished by a Depositary with respect to any Book-Entry Securities, or impair,
as between a Depositary and holders of beneficial interests in such Securities, the operation of customary practices governing the exercise
of the rights of the Depositary as Holder of such Securities.


 


(e)            So
long as any Book-Entry Security is registered in the name of a Depositary or its nominee, all payments of the principal of (and premium,
if any) and interest on such Book-Entry Security and redemption thereof and all notices with respect to such Book-Entry Security shall
be made and given, respectively, in the manner provided in the arrangements of the Company with such Depositary.


 






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Article III


 


THE
SECURITIES


 


Section 3.01.     Amount
Unlimited; Issuable in Series.


 


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


 


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


 


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


 


(2)            any
limit, if any, 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 or transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.05 or 11.07);


 


(3)            whether
Securities of the series are to be issuable as Registered Securities, 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, as Book-Entry Securities
or otherwise, and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges
may occur, if other than in the manner provided in Section 3.05, and the Depositary for any global Security or Securities;


 


(4)            the
manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner
provided in Section 3.04;


 


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


 


(6)            the
rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, whether and
under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which such interest shall be payable and, if other than as set forth in Section 1.01,
the Regular Record Date for the interest payable on any Registered Securities on any Interest Payment Date;


 


(7)            if
other than the Corporate Trust Office of the Trustee, the place or places where, subject to the provisions of Section 10.02, the
principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be
payable;


 


(8)            the
period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option, and the manner in which the Company must exercise any such option;


 






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


 


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


 


(11)            the
currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any), any interest on and
any Additional Amounts with respect to the Securities of the series shall be payable if other than the currency of the United States
of America;


 


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


 


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


 


(14)            if
other than the entire 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 5.02;


 


(15)            any
additional means of satisfaction and discharge of this Indenture with respect to Securities of the series pursuant to Section 4.01,
any additional conditions to discharge pursuant to Section 4.01, 4.02, 4.03, 4.04, or 4.05, and the application, if any, of Section 4.03
and 404;


 


(16)            any
deletions or modifications of or additions to the Events of Default set forth in Section 5.01, the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02, or the covenants of
the Company set forth in Article X pertaining to the Securities of the series;


 


(17)            the
terms, if any, on which the Securities of any series may be converted into or exchanged for stock or other securities of the Company
or other entities, any specific terms relating to the adjustment thereof and the period during which such Securities may be so converted
or exchanged;


 


(18)            whether
the Securities of a series will be issued as part of units consisting of Securities and other securities of the Company or another issuer;
and


 






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(19)            any
other terms of the series permitted under the provisions of the Trust Indenture Act.


 


All Securities of any one series shall be substantially
identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, 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 in such Board Resolution or supplemental indenture, a series may be reopened for issuances
of additional Securities of such series pursuant to a Board Resolution or in any indenture supplemental hereto.


 


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


 


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


 


Section 3.02.     Denominations.


 


The Securities of each series shall be issuable
in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect
to the Securities of any series, the Registered Securities of such series denominated in Dollars shall be issuable in denominations of
any multiple of $1,000. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, any
Securities of a series denominated in a currency other than Dollars shall be issuable in denominations that are the equivalent, as determined
by the Company by reference to the noon buying rate in the City of New York for cable transfers for such currency, as such rate is reported
or otherwise made available by the Federal Reserve Bank of New York, on the applicable issue date for such Securities, of any multiple
of $1,000.


 


Section 3.03.     Execution,
Authentication, Delivery and Dating.


 


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


 


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


 






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


 


If the form or terms of the Securities of the series
have been established in or pursuant to one or more Board Resolutions or Officer’s Certificate as permitted by Sections 2.01 and
301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be given (in addition to the other documents required by Section 1.03 hereof), and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(a)            if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form
has been established in conformity with the provisions of this Indenture;


 


(b)            if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and


 


(c)            that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance
with their terms, except as such enforcement is subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization
or other laws relating to or affecting creditors’ rights, and general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law); provided that such Opinion of Counsel need express no opinion as to whether
a court in the United States would render a money judgment in currency other than that of the United States.


 


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


 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need
not comply with Section 1.03 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 3.04.     Temporary
Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities 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 of the Company executing such Securities may determine, as evidenced by their execution of such
Securities.


 


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


 


All Outstanding temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder.


 


Section 3.05.     Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept for each series
of Securities at one of the offices or agencies maintained pursuant to Section 10.02 a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Registered Securities of such series. The Trustee is hereby initially
appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


 


Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the
same series and of like tenor, of any authorized denominations and of a like aggregate principal amount.


 






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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 and of like tenor, of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder
making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 3.01, any permanent global Security shall be exchangeable only as provided in this paragraph.
If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series
and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.01,
then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such
permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which
instructions shall be in writing but need not comply with Section 1.03 or be accompanied by an Opinion of Counsel) or such other
depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose,
to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate
and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities
of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of
Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part,
such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other
depositary referred to above in accordance with the instructions of the Company referred to above. If a 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, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such 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.


 


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


 






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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchange pursuant to
Section 3.04, 9.05 or 11.07 not involving any transfer.


 


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


 


Section 3.06.     Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously Outstanding.


 


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


 


In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, 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 fee and expenses of the Trustee) connected therewith.


 






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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 3.07.     Payment
of Interest; Interest Rights Preserved.


 


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


 


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


 


(1)            The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the 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, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of 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. The Trustee may, in its discretion, in the name and at the expense of the Company, cause
a similar notice to be published at least once in an Authorized Newspaper, but such publication shall not be a condition precedent to
the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the 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.


 


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


 


Section 3.08.     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 may 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 3.05 and 3.07) interest on such Registered Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary.


 


Section 3.09.     Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Registered Securities so delivered shall be promptly cancelled by the Trustee. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in its customary manner.


 


Section 3.10.     Computation
of Interest.


 


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


 






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Section 3.11.     Cusip
Numbers.


 


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


 


Article IV


 


SATISFACTION
AND DISCHARGE; LEGAL DEFEASANCE AND

COVENANT DEFEASANCE


 


Section 4.01.     Satisfaction
and Discharge of Indenture.


 


This Indenture shall upon Company Request cease
to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer, exchange
or replacement of such series of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when


 


(1)            either


 


(A)            all
such Securities of such series theretofore authenticated and delivered (other than (i) such Securities which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) such Securities of such series for
whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


(iii)            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 (B)(i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee, as funds in trust for such purpose, an amount in the currency or currencies
or currency unit or units in which such Securities of such series are payable or U.S. Government Obligations maturing as to principal
and interest in such amounts and at such times as will, together with any interest thereon, be sufficient to pay and discharge the entire
indebtedness on such Securities of such series not theretofore delivered to the Trustee for cancellation, for principal and any premium
and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 






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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture with respect to the Outstanding Securities of such series pursuant to this Section 4.01, the obligations of the Company
to the Trustee under Section 6.07 and to any Authenticating Agent under Section 6.14 and, if money or U.S. Government Obligations
shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 4.06, Article VI and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.


 


Section 4.02.     Option
to Effect Legal Defeasance or Covenant Defeasance.


 


In addition to the Company’s rights under
Section 4.01 (which shall not be affected by this Section 4.02), the Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 4.03 or 4.04 hereof applied
to all Outstanding Securities of any series upon compliance with the conditions set forth in Sections 4.03 through 4.06 hereof.


 


Section 4.03.     Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under Section 4.02
hereof of the option applicable to this Section 4.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions
set forth in Section 4.05 hereof, be deemed to have been discharged from their obligations with respect to all Outstanding Securities
of a series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding
Securities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 4.06 hereof
and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations
under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:
(a) the rights of Holders of Outstanding Securities of any series to receive payments in respect of the principal of, premium, if
any, and interest, if any, on such Securities when such payments are due from the trust referred to in Section 4.05, (b) the
Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06 and 10.02 of this Indenture, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and
(d) this Article IV. Subject to compliance with Sections 4.02 through 4.06 hereof, the Company may exercise its option under
this Section 4.03 notwithstanding the prior exercise of its option under Section 4.04 hereof.


 






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Section 4.04.     Covenant
Defeasance.


 


Upon the Company’s exercise under Section 4.02
hereof of the option applicable to this Section 4.04, the Company shall, subject to the satisfaction of the conditions set forth
in Section 4.05 hereof, be released from the operation of Section 8.01 hereof with respect to the Outstanding Securities of
a series and any other covenant contained in the Board Resolution or supplemental indenture relating to such series on and after the
date the conditions set forth in Section 4.05 are satisfied (hereinafter, “Covenant Defeasance”), and the Securities
of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the Outstanding Securities of such series, 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 covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to
any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default
under Section 5.01 hereof, but, except as specified above, the remainder of this Indenture and such series of Securities shall be
unaffected thereby. In addition, upon the Company’s exercise under Section 4.02 hereof of the option applicable to this Section 4.04
hereof, subject to the satisfaction of the conditions set forth in Section 4.05 hereof, Sections 5.01(3) through 5.01(6) and
Section 5.01(9) hereof shall not constitute Events of Default.


 


Section 4.05.     Conditions
to Legal or Covenant Defeasance.


 


The following shall be the conditions to the application
of either Section 4.03 or 404 hereof to the Outstanding Securities of any series:


 


In order to exercise either Legal Defeasance or
Covenant Defeasance:


 


(a)            the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in United States
dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, to pay the principal of, or interest
and premium, if any, on the Outstanding Securities of such series on the Stated Maturity or on the applicable redemption date, as the
case may be, and the Company must specify whether the Securities are being defeased to maturity or to a particular redemption date;


 






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(b)            in
the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming 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 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 of Counsel shall confirm that, the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(c)            in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the Outstanding Securities of such series 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;


 


(d)            no
Default or Event of Default shall have occurred and be continuing either: (i) on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (ii) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;


 


(e)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement
or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;


 


(f)            the
Company must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company
or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider”
of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;


 


(g)            the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and


 


(h)            the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 






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Section 4.06.     Deposited
Money and u.s. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 4.07 hereof, all money and
non callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 4.06, the “Trustee”) pursuant to Section 4.01 or 404 hereof in respect of the
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 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, premium on,
if any, and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant
to Section 4.01 or 4.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Securities.


 


Anything in this Article IV to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company any money
or non-callable U.S. Government Obligations held by it as provided in Section 4.01 or 4.04 hereof 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 that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance or
satisfaction and discharge of this Indenture.


 


Section 4.07.     Repayment
to Company.


 


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, premium on, if any, or interest on any Securities and
remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to
the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Securities
shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying
agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in the New York Times and The Wall Street Journal (national edition), 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 notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 4.08.     Reinstatement.


 


If the Trustee or Paying Agent is unable to apply
any money or U.S. Government Obligations deposited with respect to Securities of any series in accordance with Section 4.01, 403
or 404 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under this Indenture with respect to the Securities of such
series and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01,
4.03 or 4.04 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations
in accordance with Section 4.01, 4.03 or 4.04 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium on, if any, or interest on any Securities following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


 






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Article V


 


REMEDIES


 


Section 5.01.     Events
of Default.


 


An “Event of Default” on a series
occurs if:


 


(1)            the
Company defaults in the payment of interest on any Security of such series when the same becomes due and payable and the Default continues
for a period of 30 days after notice of default;


 


(2)            the
Company defaults in the payment of the principal of any Security of such series when the same becomes due and payable at maturity, upon
redemption or otherwise, and continuance of such default for a period of 30 days after notice of default;


 


(3)            the
Company fails to comply with any of its other agreements in the Securities of such series or this Indenture (as they relate thereto)
and the Default continues for the period and after the notice specified below (except in the case of a default with respect to any Change
of Control Provisions or Article VIII (or any replacement provisions contemplated by Article VIII), which will constitute Events
of Default with notice but without passage of time);


 


(4)            the
acceleration of any Indebtedness of the Company in an amount of $50.0 million or more, individually or in the aggregate, and such acceleration
does not cease to exist, or such Indebtedness is not satisfied, in either case within five days after such acceleration;


 


(5)            the
failure by the Company to make any principal or interest payment in an amount of $50.0 million or more, individually or in the aggregate,
in respect of Indebtedness of the Company within five days of such principal or interest becoming due and payable (after giving effect
to any applicable grace period set forth in the documents governing such Indebtedness);


 


(6)            a
final judgment or judgments in an amount of $50.0 million or more, individually or in the aggregate, for the payment of money having
been entered by a court or courts of competent jurisdiction against the Company and such judgment or judgments is not satisfied, stayed,
annulled or rescinded within 90 days after being entered;


 






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


 


(a)            commences
a voluntary case,


 


(b)            consents
to the entry of an order for relief against it in an involuntary case,


 


(c)            consents
to the appointment of a Custodian of it or for all or substantially all of its property, or


 


(d)            makes
a general assignment for the benefit of creditors;


 


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


 


(a)            is
for relief against the Company in an involuntary case,


 


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


 


(c)            orders
the liquidation of the Company,


 


and the order or decree remains unstayed and in effect for
60 days; or


 


(9)            any
other Event of Default occurs with respect to Securities of that series as provided in the supplemental indenture or Board Resolutions
establishing such series of Securities.


 


The term “Bankruptcy Law” means
the Bankruptcy Act or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


A Default under clause (3) above is not an
Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the Securities of the
applicable series notify the Company and the Trustee of the Default and (except in the case of a default with respect to any provisions
of any supplemental indenture or Board Resolution establishing such series of Securities giving the Holders of Securities of such series
the right to require the Company to repurchase or redeem such Securities of such series upon the occurrence of a change of control prior
to the final maturity date of such Securities of such series (“Change of Control Provisions”) or Article VIII
(or any replacement provisions contemplated by Article VIII)) the Company does not cure the Default within 90 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.”


 


Section 5.02.     Acceleration.


 


If any Event of Default (other than an Event of
Default specified in clause (7) or (8) of Section 5.01 hereof) with respect to Securities of any series occurs and is
continuing, either the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Securities of that series may
declare all the Securities of that series to be due and payable immediately. Upon any such declaration, the Securities of that series
shall become due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders). Notwithstanding
the foregoing, if an Event of Default specified in clause (7) or (8) of Section 5.01 hereof occurs with respect to any
series of Securities, all outstanding Securities of that series shall become due and payable without further action or notice. The Holders
of a majority in aggregate principal amount of Securities of any series then Outstanding by notice to the Trustee may on behalf of the
Holders of all of the Securities of that series waive any existing Default or Event of Default and its consequences under this Indenture
except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Securities
of that series.


 






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Section 5.03.     Other
Remedies.


 


If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Securities of that series or to enforce the performance of any provision of the Securities of that series or
this Indenture.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Securities in a series or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder of a Security in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


 


Section 5.04.     Waiver
of Past Defaults.


 


Holders of not less than a majority in aggregate
principal amount of the then outstanding Securities in any series by notice to the Trustee may on behalf of the Holders of all of the
Securities of that series waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium, if any, or interest on, the Securities of that series (including in
connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Securities of any series may rescind an acceleration and its consequences, including any related payment default
that resulted from such acceleration, with respect to that series). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.


 


Section 5.05.     Control
by Majority.


 


With respect to any series of Securities, Holders
of a majority in principal amount of the then outstanding Securities of that series may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to
the rights of other Holders of Securities of any series or that may involve the Trustee in personal liability.


 






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Section 5.06.     Limitation
on Suits.


 


A Holder of a Security of any series may pursue
a remedy with respect to this Indenture or the Securities of that series only if:


 


(a)            the
Holder of a Security of that series gives to the Trustee written notice of a continuing Event of Default;


 


(b)            the
Holders of at least 25% in principal amount of the then outstanding Securities of that series make a written request to the Trustee to
pursue the remedy;


 


(c)            such
Holder of a Security or Holders of Securities offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;


 


(d)            the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of
indemnity; and


 


(e)            during
such 60-day period the Holders of a majority in principal amount of the then outstanding Securities of that series do not give the Trustee
a direction inconsistent with the request.


 


A Holder of a Security may not use this Indenture
to prejudice the rights of another Holder of a Security or to obtain a preference or priority over another Holder of a Security.


 


Section 5.07.     Rights
of Holders of Securities to Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Security of any series to receive payment of principal, premium, if any, and interest on the Security, on
or after the respective due dates expressed in the Security (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such
Holder.


 


Section 5.08.     Collection
Suit by Trustee.


 


With respect to the Securities of any series, if
an Event of Default specified in clause (1) or (2) of Section 5.01 hereof occurs and is continuing, the Trustee is authorized
to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium
on, if any, and interest remaining unpaid on the Securities of that series and interest on overdue principal and, to the extent lawful,
interest and 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.


 






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Section 5.09.     Trustee
May File Proofs of Claim.


 


The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the
Securities of any series allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), its
creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of that 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,
its agents and counsel, and any other amounts due the Trustee under Section 6.07 of this Indenture. To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07 of this Indenture out of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. 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 any series of Securities any plan of reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 5.10.     Priorities.


 


If the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order:


 


(a)            First:
to the Trustee, its agents and attorneys for amounts due under Section 6.07 of this Indenture, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


(b)            Second:
to Holders of Securities for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, and interest,
respectively; and


 


(c)            Third:
to the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment date
for any payment to Holders of Securities pursuant to this Section 5.10.


 






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Section 5.11.     Undertaking
for Costs.


 


In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit
by the Trustee, a suit by a Holder of a Security pursuant to Section 5.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Securities of any series.


 


Article VI


 


THE
TRUSTEE


 


Section 6.01.     Certain
Duties and Responsibilities.


 


(a)            Except
during the continuance of an Event of Default with respect to the Securities of any series:


 


(1)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


(2)            in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions 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 they conform to the requirements of this Indenture (but need
not confirm or investigate the accuracy of mathematical calculation or other facts stated therein).


 


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


 


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


 


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


 


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


 






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(3)            the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided in Section 5.05,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


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


 


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


 


Section 6.02.     Notice
of Defaults.


 


Within 90 days after the occurrence of any Default
or Event of Default with respect to the Securities of any series, the Trustee shall give notice of such Default or Event of Default known
to the Trustee to all Holders of Securities of such series in the manner provided in Section 1.07 and in compliance with the Trust
Indenture Act, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except
in the case of a Default or Event of Default in the payment of the principal of (or premium, if any) or interest on or any Additional
Amounts with respect to any Security of such series or in the payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or
a trust committee of directors 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 Securities of such series; and provided, further, that in the case of any Default
or Event of Default of the character specified in Section 5.01(3) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence thereof.


 


Section 6.03.     Certain
Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


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


 


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


 






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


 


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


 


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


 


(f)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper
or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


(h)            the
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Securities of any series for which
it is acting as Trustee unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default
or (2) written notice of such Default or Event of Default which is in fact such a default shall have been received by the Trustee
at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture by the Company or any other
obligor on such Securities or by any Holder of such Securities;


 


(i)            the
Trustee shall not be liable for any action taken, suffered or omitted 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.


 


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


 






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


 


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


 


Section 6.04.     Not
Responsible for Recitals or Issuance of Securities.


 


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


 


Section 6.05.     May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06.     Money
Held in Trust.


 


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


 


Section 6.07.     Compensation
and Reimbursement.


 


The Company agrees:


 


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


 


(2)            except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the compensation and the reasonable expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused
by its own negligence or willful misconduct; and


 






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


 


As security for the performance of the obligations
of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities on all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on
or any Additional Amounts with respect to particular Securities.


 


Any expenses and compensation for any services rendered
by the Trustee after the occurrence of an Event of Default (including the reasonable charges and expenses of its counsel) specified in
clause (7) or (8) of Section 5.01 shall constitute expenses and compensation for services of administration under all
applicable federal or state bankruptcy, insolvency, reorganization or other similar laws.


 


The provisions of this Section 6.07 and any
lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under
this Indenture and the termination of this Indenture.


 


Section 6.08.     Disqualification;
Conflicting Interests.


 


(a)            If
the Trustee has or shall acquire any conflicting interest, as defined in this Section 6.08, with respect to the Securities of any
series, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest
or resign with respect to the Securities of that series in the manner and with the effect hereinafter specified in this Article.


 


(b)            In
the event that the Trustee shall fail to comply with the provisions of Subsection (a) of this Section 6.08 with respect to
the Securities of any series, the Trustee shall, within 10 days after the expiration of such 90-day period, transmit by mail to all Holders
of Securities of that series, as their names and addresses appear in the Security Register, notice of such failure in compliance with
the Trust Indenture Act.


 


(c)            For
the purposes of this Section, the term “conflicting interest” shall have the meaning specified in Section 310(b) of
the Trust Indenture Act and the Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided, that
there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act with respect to the Securities of
any series any indenture or indentures under which other securities, or certificates of interest or participation in other securities,
of the Company are outstanding, if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture
Act are met. For purposes of the preceding sentence, the optional provision permitted by the second sentence of Section 310(b)(1) of
the Trust Indenture Act shall be applicable.


 






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Section 6.09.     Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50 million
and subject to supervision or examination by Federal or State (or the District of Columbia) authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section 6.09, 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.


 


The Indenture shall always have a Trustee who satisfies
the requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act.


 


Section 6.10.     Resignation
and Removal; Appointment of Successor.


 


(a)            No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


(b)            The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the resigning Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Company any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)            The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the resigning Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 






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(d)            If
at any time:


 


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


 


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


 


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


 


then, in any such case, (i) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.05, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


(e)            If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and such successor Trustee or Trustees shall comply with the applicable requirements of Section 6.11.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company and accepted appointment
in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


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


 


Section 6.11.     Acceptance
of Appointment by Successor.


 


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


 






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


 


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


 


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


 






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Section 6.12.     Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee,
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; provided, however,
that in the case of a corporation succeeding to all or substantially all the corporate trust business of the Trustee, such successor
corporation shall expressly assume all of the Trustee’s liabilities hereunder. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.13.     Preferential
Collection of Claims against Company.


 


The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee
who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.


 


Section 6.14.     Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating Agent
or Agents that shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption or pursuant to Section 3.06, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia having a combined capital and surplus of not less than $50 million or equivalent
amount expressed in a foreign currency and subject to supervision or examination by Federal or State (or the District of Columbia) authority
or authority of such country. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section 6.14, the combined capital and surplus
of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.


 






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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 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating
Agent.


 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section 6.14.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 6.07.


 


If an appointment is made pursuant to this Section 6.14,
the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate
of authentication in the following form:


 


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


 


	 	 
	 	AS
    TRUSTEE
	 	 
	 	By	 
	 	 	AS
    AUTHENTICATING AGENT
	 	 	 
	 	By	 
	 	 	AS
    AUTHORIZED SIGNATORY”


 


Notwithstanding any provision of this Section 6.14
to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to any series of Securities shall not also
be acting as the Security Registrar hereunder with respect to any series of Securities, then, in addition to all other duties of an Authenticating
Agent hereunder, such Authenticating Agent shall also be obligated (i) to furnish to the Security Registrar promptly all information
necessary to enable the Security Registrar to maintain at all times an accurate and current Security Register and (ii) prior to
authenticating any Security denominated in a foreign currency, to ascertain from the Company the units of such foreign currency that
are required to be determined by the Company pursuant to Section 3.02.


 






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Article VII


 


HOLDER’S
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01.     Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


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


 


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


 


provided,
that so long as the Trustee is the Security Registrar, the Company shall not be required to furnish or cause to be furnished such a list
to the Trustee. The Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.


 


Section 7.02.     Preservation
of Information; Communications to Holders.


 


(a)            The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of each series contained
in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of each series
received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished. The Trustee shall otherwise comply with Section 312(a) of the Trust Indenture Act.


 


(b)            Holders
of Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their
rights under this Indenture or under the Securities. The Company, the Trustee, the Security Registrar and any other Person shall have
the protection of Section 312(c) of the Trust Indenture Act.


 


Section 7.03.     Reports
by Trustee.


 


(a)            Within
60 days after May 15 of each year commencing with the year 2023, the Trustee shall transmit by mail to Holders a brief report dated
as of such May 15 that complies with Section 313(a) of the Trust Indenture Act. The Trustee shall comply with Section 313(b) of
the Trust Indenture Act. The Trustee shall transmit by mail all reports as required by Sections 313(c) and 313(d) of the Trust
Indenture Act.


 


(b)            A
copy of each report pursuant to Subsection (a) of this Section 7.03 shall, at the time of its transmission to Holders, be filed
by the Trustee with each stock exchange upon which any Securities are listed, with the SEC and with the Company. The Company will notify
the Trustee when any Securities are listed or delisted on any stock exchange.


 






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Section 7.04.     Reports
by Company.


 


The Company shall file with the Trustee, within
15 days after the Company is required to file the same with the SEC, 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 SEC may from time to time by rules and regulations prescribe)
which the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, and shall otherwise comply with Section 314(a) of the Trust Indenture Act.


 


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


 


Article VIII


 


CONSOLIDATION,
MERGER, CONVEYANCE,

TRANSFER OR LEASE


 


Section 8.01.     Company
May Consolidate, Etc., Only on Certain Terms.


 


(a)            The
Company shall not, directly or indirectly, in any transaction or series of related transactions: (1) consolidate or merge with or
into another Person (whether or not the Company is the surviving corporation); (2) sell, assign, transfer, convey or otherwise dispose
of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, or (3) assign any
of its obligations under the Securities and this Indenture, in one or more related transactions, to another Person; unless:


 


(i)            either:
(A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation
organized or existing under the laws of the United States, any state thereof or the District of Columbia;


 


(ii)            the
Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Securities and this
Indenture pursuant to agreements reasonably satisfactory to the Trustee;


 






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(iii)            immediately
after such transaction no Default or Event of Default exists;


 


(iv)            the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger,
consolidation or sale, assignment, transfer, conveyance or other disposition of such properties or assets or assignment of its obligations
under the Securities and this Indenture and such supplemental indenture, if any, comply with this Indenture.


 


(b)            The
Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions,
to any other Person.


 


(c)            Notwithstanding
the foregoing, this Section 8.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Wholly Owned Subsidiaries.


 


Section 8.02.     Successor
Person Substituted.


 


Upon any consolidation or merger, any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company, or any assignment of the obligations
under the Securities and this Indenture in accordance with Section 8.01 hereof, the successor corporation formed by such consolidation
or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation
and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from
the obligation to pay the principal of and interest on the Securities except in the case of a sale of all of the Company’s assets
that meets the requirements of Section 8.01 hereof.


 


Article IX


 


SUPPLEMENTAL
INDENTURES


 


Section 9.01.     Without
Consent of Holders.


 


Notwithstanding Section 9.02 of this Indenture,
the Company and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any Holder
of a Security of any series:


 


(a)            to
cure any ambiguity, defect or inconsistency;


 






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(b)            to
provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of Article II
of this Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder;


 


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


 


(d)            to
provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders of the Securities by a successor
to the Company pursuant to Article VIII of this Indenture;


 


(e)            to
make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect
the legal rights hereunder of any such Holder;


 


(f)            to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;


 


(g)            to
evidence and provide the acceptance of the appointment of a successor Trustee pursuant to Sections 6.10 and 6.11 of this Indenture; and


 


(h)            to
add a Guarantor of the Securities.


 


Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 6.03 of this Indenture, the Trustee shall join with the Company in the execution of
any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture
that affects its own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.02.     With
Consent of Holders.


 


Except as provided below in this Section 9.02,
the Company and the Trustee may amend or supplement this Indenture and the Securities of any series may be amended or supplemented with
the consent of the Holders of at least a majority in aggregate principal amount at maturity of Securities of that series then Outstanding
voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, that series of Securities), and, subject to Sections 5.04 and 5.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium, if any, and interest, if any, on such Securities, except
a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or such
Securities may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then Outstanding
Securities of that series voting as a single class (including without limitation, consents obtained in connection with a purchase of,
or tender offer or exchange offer for, that series of Securities).


 






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Upon the request of the Company accompanied by a
Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of that series of Securities as aforesaid, and upon receipt by the Trustee
of the documents described in Section 6.03 of this Indenture, the Trustee shall join with the Company in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended
or supplemental indenture.


 


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


 


After an amendment, supplement or waiver under this
Section becomes effective, the Company shall mail to the Holders of Securities of any series affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental indenture or waiver.


 


Subject to Sections 5.04 and 5.07 hereof, the Holders
of a majority in aggregate principal amount at maturity of a series of Securities then Outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent
of each Holder of a series of Securities affected, an amendment or waiver under this Section 9.02 may not (with respect to the series
of Securities held by a non-consenting Holder):


 


(a)            reduce
the principal amount of the then Outstanding Securities whose Holders must consent to an amendment, supplement or waiver;


 


(b)            reduce
the principal of or change the fixed maturity of any Security or alter any of the provisions with respect to the redemption of the Securities
unless otherwise specifically provided for in the supplemental indenture;


 


(c)            reduce
the rate of or change the time for payment of interest on any Security;


 


(d)            waive
a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Securities (except a rescission
of acceleration of the Securities by the Holders of any series of Securities of at least a majority in aggregate principal amount of
the then Outstanding Securities of that series and a waiver of the payment default that resulted from such acceleration);


 


(e)            make
any Security payable in money other than that stated in the Security;


 






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(f)            make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive
payments of principal of, or interest or premium, if any, on the Securities;


 


(g)            waive
a redemption payment with respect to any Security (other than as may be specifically permitted by the supplemental indenture);


 


(h)            cause
the Securities to become subordinated in right of payment to any other Indebtedness;


 


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


 


(j)            make
any change in Sections 5.04 or 5.07 or the foregoing amendment and waiver provisions.


 


Section 9.03.     Compliance
with Trust Indenture Act.


 


Every amendment or supplement to this Indenture
or the Securities shall be set forth in a amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.


 


Section 9.04.     Revocation
and Effect of Consents.


 


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the
consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent
as to its Security if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.
An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05.     Notation
on or Exchange of Securities.


 


The Trustee may place an appropriate notation about
an amendment, supplement or waiver on any Security thereafter authenticated. The Company in exchange for all Securities of a series may
issue and the Trustee shall, upon receipt of a written order from the Company to authenticate such Securities, authenticate new Securities
that reflect the amendment, supplement or waiver.


 


Section 9.06.     Trustee
to Sign Amendments, Etc.


 


The Trustee shall sign any amended or supplemental
indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.
In executing any amended or supplemental indenture, the Trustee shall be given and (subject to Section 6.01 of this Indenture) shall
be fully protected in relying upon, in addition to the documents required by Section 6.03 this Indenture, an Officer’s Certificate
and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.


 






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Article X


 


COVENANTS


 


Section 10.01.     Payment
of Principal, Premium and Interest.


 


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


 


Section 10.02.     Maintenance
of Office or Agency.


 


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


 


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


 


Section 10.03.     Money
for Securities Payments to be Held in Trust.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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Section 10.04.     Existence.


 


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


 


Section 10.05.     Statement
by Officers as to Default.


 


The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each
such officer signing such certificate, that to the best of his or such Officer’s knowledge the Company has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto)
and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of
the principal of or interest, if any, on the Securities is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


 


The Company shall, so long as any of the Securities
are outstanding, deliver to the Trustee, forthwith and in any event within five days upon any officer becoming aware of any Default or
Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 10.06.     Waiver
of Certain Covenants.


 


The Company may omit in any particular instance
to comply with any covenant or condition set forth in Section 10.05, or any covenant added for the benefit of any series of Securities
as contemplated by Section 3.01 (unless otherwise specified pursuant to Section 3.01) if before or after the time for such
compliance the Holders of a majority in principal amount of the Outstanding Securities of all series affected by such omission (acting
as one class) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant
or condition shall remain in full force and effect.


 






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Section 10.07.     Additional
Amounts.


 


If the Securities of a series expressly provide
for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest
on, or in respect of, any Security of any series or the net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 10.07 to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 10.07
and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made.


 


If the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the
Company will pay to such Paying Agent the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against any loss, liability or expense reasonably incurred without negligence or
willful misconduct 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 10.07.


 


Article XI


 


REDEMPTION
OF SECURITIES


 


Section 11.01.     Applicability
of Article.


 


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


 


Section 11.02.     Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of
any series, the Company shall, a reasonable period prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to
be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.


 






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Section 11.03.     Selection
by Trustee of Securities to be Redeemed.


 


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


 


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


 


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


 


Section 11.04.     Notice
of Redemption.


 


Notice of redemption shall be given in the manner
provided in Section 1.07 to each Holder of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption
Date.


 


All notices of redemption shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 


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


 


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


 






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


 


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


 


(7)            the
“CUSIP” number, if applicable.


 


A notice of redemption as contemplated by Section 1.07
need not identify particular Registered Securities to be redeemed. Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company’s request and provision to the Trustee of the notice information
10 days prior to delivery of the notice, by the Trustee in the name and at the expense of the Company.


 


Section 11.05.     Deposit
of Redemption Price.


 


On or before 10:00 a.m., 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, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to all
the Securities to be redeemed on that date.


 


Section 11.06.     Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest (and any Additional Amounts) to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according
to their terms and the provisions of Section 3.07.


 


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


 


Section 11.07.     Securities
Redeemed in Part.


 


Any Registered Security which is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same series and Stated Maturity, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered.


 






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Section 11.08.     Purchase
of Securities.


 


Unless otherwise specified as contemplated by Section 3.01,
the Company and any Affiliate of the Company may at any time purchase or otherwise acquire Securities in the open market or by private
agreement. Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such
Securities. Any Securities purchased or acquired by the Company may be delivered to the Trustee and, upon such delivery, the indebtedness
represented thereby shall be deemed to be satisfied. Section 3.09 shall apply to all Securities so delivered.


 


Article XII


 


SINKING
FUNDS


 


Section 12.01.     Applicability
of Article.


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.


 


The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment
in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” Unless otherwise provided by the terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series.


 


Section 12.02.     Satisfaction
of Sinking Fund Payments with Securities.


 


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


 






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Section 12.03.     Redemption
of Securities for Sinking Fund.


 


Not less than 45 days prior (unless a shorter period
shall be satisfactory to the Trustee) to each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivery of or by crediting Securities of that series pursuant to Section 12.02 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and
11.07.


 


Article XIII


 


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 13.01.     Purposes
for which Meetings may be Called.


 


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


 


Section 13.02.     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 13.01, to be
held at such time and at such place in the Borough of Manhattan, the City of New York, or in any other location, 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 1.07, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.


 


(b)            In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of any series, shall have requested the Trustee for any such series to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 13.01, 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 of the notice of such meeting within 30 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.


 






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Section 13.03.     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 13.04.     Quorum;
Action.


 


The Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series.
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. Subject to Section 13.05(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 13.02(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall
state expressly that Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series shall constitute
a quorum.


 


Except as limited by the proviso to Section 9.02,
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 aggregate principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent or waiver which this Indenture expressly provides may be made, given or taken by the Holders of a specified
percentage that is less than a majority in aggregate 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 aggregate principal amount of the Outstanding Securities of that series.


 


Except as limited by the fourth paragraph of Section 9.02,
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.


 






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Section 13.05.     Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)            The
holding of Securities shall be proved in the manner specified in Section 1.05 and the appointment of any proxy shall be proved in
the manner specified in Section 1.05. 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 1.05 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 13.02(b), in which case the Company or the Holders of Securities
of the series calling the meeting, as the case may be, shall 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 aggregate principal amount of the Outstanding Securities
of such series represented at the meeting.


 


(c)            At
any meeting each Holder of a Security of such series and each proxy shall be entitled to one vote for each $1,000 principal amount (or
such other amount of the minimum denomination of any series of Securities as may be provided in the establishment of such series as contemplated
by Section 3.01 hereof) of the Outstanding Securities of such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the 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 as a proxy.


 


(d)            Any
meeting of Holders of Securities of any series duly called pursuant to Section 13.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in aggregate 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 13.06.     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
such record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that such notice was given as provided in
Section 13.02 and, if applicable, Section 13.04. 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.


 






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Article XIV


 


SUBORDINATION
OF SECURITIES


 


Section 14.01.     Securities
Subordinated to Senior Indebtedness.


 


The Company covenants and agrees, and
each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities
and the payment of any and all amounts payable in respect of each and all of the Securities is expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness, whether outstanding
on the date of this Indenture or thereafter incurred, assumed or guaranteed.


 


In the event (x) of any distribution
of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency,
reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and
liabilities of the Company or otherwise, except a distribution in connection with an amalgamation, merger or consolidation or a conveyance
or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article VIII, (y) that
a default shall have occurred and be continuing with respect to the payment of any amount payable in respect of any Senior Indebtedness
or (z) that the principal of the Securities of any series shall have been declared due and payable pursuant to Section 5.02
and such declaration shall not have been rescinded and annulled as provided in Section 5.04, then:


 


(a)            in
a circumstance described in the foregoing clause (x) or (y) the holders of all Senior Indebtedness, and in the circumstance
described in the foregoing clause (z) the holders of all Senior Indebtedness the principal of which shall have been so declared
due and payable, shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment,
before the Holders of any of the Securities are entitled to receive any payment in respect of the indebtedness evidenced by the Securities;


 


(b)            any
payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities (other than securities
of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment the payment of which is subordinate, at least to the extent provided in this Article XIV with respect to the Securities,
to the payment of all Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such
reorganization or readjustment), to which the Holders of any of the Securities would be entitled except for the provisions of this Article XIV
shall be paid or delivered by the person making such payment or distribution, whether a liquidator, trustee in bankruptcy, a receiver
or liquidating trustee or otherwise, directly to the holders 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 according to the aggregate amounts remaining unpaid on account of such 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 (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders
of the indebtedness evidenced by the Securities under this Indenture; and


 






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(c)            in
the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kind or character, whether
in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent
provided in this Article XIV with respect to the Securities, to the payment of all Senior Indebtedness, provided that the rights
of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), shall be received by the Holders of any
of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such
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 as aforesaid, for application to the 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
(or provision therefor) to the holders of such Senior Indebtedness.


 


Section 14.02.     Subrogation.


 


Subject to the payment in full of all
Senior Indebtedness to which the indebtedness evidenced by the Securities is in the circumstances subordinated as provided in Section 14.01,
the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions
of cash, property or securities of the Company applicable to such Senior Indebtedness until all amounts owing on the Securities shall
be paid in full. As between the Company, its creditors other than holders of such Senior Indebtedness and the Holders of the Securities,
no such payment or distribution made to the holders of such Senior Indebtedness by virtue of this Article XIV which otherwise would
have been made to the Holders of the Securities shall be deemed to be a payment by the Company on account of such Senior Indebtedness,
it being understood that the provisions of this Article XIV are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of Senior Indebtedness.


 


Section 14.03.     Obligation
of the Company Unconditional.


 


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


 






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


 


Section 14.04.     Payments
on Securities Permitted.


 


Nothing contained in this Article XIV
or elsewhere in this Indenture, or in any of the Securities, shall affect the obligation of the Company to make, or prevent the Company
from making, payment of the principal of or interest on or any additional amounts owing in respect of the Securities in accordance with
the provisions hereof and thereof, except as otherwise provided in this Article XIV. No provision of this Article XIV shall
prevent the occurrence of any default or Event of Default hereunder.


 


Section 14.05.     Effectuation
of Subordination by Trustee.


 


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


 


Section 14.06.     Knowledge
of Trustee.


 


The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect
of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding
the provisions of this Article XIV or any other provisions of this Indenture, the Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness and shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall
have received written notice thereof from the Company, any Holder of Securities, any paying or conversion agent of the Company or the
holder or representative of any class of Senior Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no
such facts exist. If a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 14.06
at least three Business Days prior to the date upon which, by the terms hereof, any amounts may become payable for any purpose (including
the payment of the principal of or interest on, or additional amounts owing in respect of, any Security) then, anything herein contained
to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the contrary which may be received by it during or after
such three Business Day period.


 






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Section 14.07.     Notices
from Holders of Senior Indebtedness.


 


The Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or agent
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 XIV,
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 XIV, and if such evidence is not furnished, the Trustee may defer any payment which
it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to
the rights of such person to receive such payment.


 


Section 14.08.     Trustee
May Hold Senior Indebtedness.


 


The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article XIV with respect to any Senior Indebtedness at the time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in Section 313 of the Trust Indenture Act or elsewhere
in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article XIV shall
subordinate any claims of, or payments to, the Trustee pursuant to Section 6.07 to Senior Indebtedness.


 


Section 14.09.     Rights
of Holders of Senior Indebtedness Not Impaired.


 


No right of any present or future holder
of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 






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Section 14.10.     Default
in Senior Indebtedness.


 


(a)            Subject
to Section 14.10(b), upon the happening of any event of default with respect to any Senior Indebtedness, as such event of default
is defined in the instrument under which the Senior Indebtedness is outstanding, the holders of the Senior Indebtedness, directly or
indirectly, may demand by giving written notice to the Company and the Trustee that, until such event of default shall have been cured
or waived or shall have ceased to exist, the Company be prohibited from:


 


		(i)	exercising any right of redemption with respect to the Securities
                                            of any series pursuant to Article XI;



 


		(ii)	making any payments with respect to the redemption of the Securities
                                            of any series that were called for redemption pursuant to Article XI prior to the happening
                                            of an event of default with respect to any Senior Indebtedness; and



 


		(iii)	making any payment with respect to the principal of and interest
                                            on the Securities of any series or as a sinking fund payment pursuant to Article XII.



 


(b)            If
the holders of the Senior Indebtedness, directly or indirectly, fail to demand the rights provided in Section 14.10(a) within
90 days of the happening of an event of default with respect to such Senior Indebtedness they shall be deemed to have waived such rights
with respect to such event of default; provided, however, that such waiver shall not affect the ability of the holders of the Senior
Indebtedness to demand such rights upon the happening of any other event of default.


 


Section 14.11.     Trustee
Not Fiduciary for Holders of Senior Indebtedness.


 


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


 


* * *


 






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


 


[Signatures on following page]


 






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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.


 


	 	NORTHWEST BIOTHERAPEUTICS, INC.
	 	 
	 	By:	                         
	 	Name:	 
	 	Title:	 
	 	 
	 	___________________, as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






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