Exhibit 4.2








 


PERPETUA RESOURCES CORP.


 


to


 


[               ]


 


Trustee


 


INDENTURE


 


Dated as of [               ]
[  ], 20[  ]


 






    


     


    




 


PERPETUA RESOURCES CORP.


 


Certain Sections of this Indenture relating to
Section 310

through 318, inclusive, of the Trust Indenture Act of 1939, as amended


 


	
    Trust Indenture
    Act Section
	 	
    Indenture
    Section

	Section 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608
	Section 311(a)	 	613
	(b)	 	613
	Section 312(a)	 	701
	 	 	702
	702	 	 
	(c)	 	702
	Section 313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	Section 314(a)	 	704
	(a)(4)	 	101
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	Section 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	Section 316(a)	 	101
	(a)(1)(A)	 	502
	 	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	Section 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	Section 318(a)	 	107


 


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


 






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TABLE OF CONTENTS





 


	 	 	Page
	 	 	 
	Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 101	Definitions	1
	Section 102	Compliance Certificates and Opinions	6
	Section 103	Form of Documents Delivered to Trustee	6
	Section 104	Acts of Holders; Record Dates	7
	Section 105	Notices, Etc., to Trustee, Company	8
	Section 106	Notice to Holders; Waiver	9
	Section 107	Effect of Headings and Table of Contents	9
	 	 	 
	Article II SECURITY FORMS	9
	 	 	 
	Section 201	Forms Generally	9
	Section 202	Form of Face of Security	10
	Section 203	Form of Reverse of Security	11
	Section 204	Form of Legend for Global Securities	14
	Section 205	Form of Trustee’s Certificate of Authentication	14
	 	 	 
	Article III THE SECURITIES	15
	 	 	 
	Section 301	Amount Unlimited; Issuable in Series	15
	Section 302	Denominations	17
	Section 303	Execution, Authentication, Delivery and Dating	17
	Section 304	Temporary Securities	18
	Section 305	Registration, Registration of Transfer and Exchange	18
	Section 306	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	20
	Section 307	Payment of Interest; Interest Rights Preserved	21
	Section 308	Persons Deemed Owners	22
	Section 309	Cancellation	22
	Section 310	Computation of Interest	22
	Section 311	CUSIP Numbers	22
	 	 	 
	Article IV SATISFACTION AND DISCHARGE	23
	 	 	 
	Section 401	Satisfaction and Discharge of Indenture	23
	Section 402	Application of Trust Money	24
	 	 	 
	Article V REMEDIES	24
	 	 	 
	Section 501	Events of Default	24
	Section 502	Acceleration of Maturity; Rescission and Annulment	25
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	26
	Section 504	Trustee May File Proofs of Claim	26
	Section 505	Trustee May Enforce Claims Without Possession of Securities	27
	Section 506	Application of Money Collected	27
	Section 507	Limitation on Suits	27
	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	27
	Section 509	Restoration of Rights and Remedies	28
	Section 510	Rights and Remedies Cumulative	28
	Section 511	Delay or Omission Not Waiver	28
	Section 512	Control by Holders	28
	Section 513	Waiver of Past Defaults	28
	Section 514	Undertaking for Costs	29



 






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	Section 515	Waiver of Usury, Stay or Extension Laws	29
	 	 	 
	Article VI THE TRUSTEE	29
	 	 	 
	Section 601	Certain Duties and Responsibilities	29
	Section 602	Notice of Defaults	30
	Section 603	Certain Rights of Trustee	30
	Section 604	Not Responsible for Recitals or Issuance of Securities	32
	Section 605	May Hold Securities	32
	Section 606	Money Held in Trust	32
	Section 607	Compensation and Reimbursement	32
	Section 608	Conflicting Interests	33
	Section 609	Corporate Trustee Required; Eligibility	33
	Section 610	Resignation and Removal; Appointment of Successor	33
	Section 611	Acceptance of Appointment by Successor	34
	Section 612	Merger, Conversion, Consolidation or Succession to Business	35
	Section 613	Preferential Collection of Claims Against Company	35
	Section 614	Appointment of Authenticating Agent	35
	 	 	 
	Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	 	 	 
	Section 701	Company to Furnish Trustee Names and Addresses of Holders	36
	Section 702	Preservation of Information; Communications to Holders	36
	Section 703	Reports by Trustee	36
	Section 704	Reports by Company	37
	 	 	 
	Article VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	37
	 	 	 
	Section 801	Company May Consolidate, Etc., Only on Certain Terms	37
	Section 802	Successor Substituted	37
	 	 	 
	Article IX SUPPLEMENTAL INDENTURES	38
	 	 	 
	Section 901	Supplemental Indentures Without Consent of Holders	38
	Section 902	Supplemental Indentures With Consent of Holders	39
	Section 903	Execution of Supplemental Indentures	40
	Section 904	Effect of Supplemental Indentures	40
	Section 905	Conformity with Trust Indenture Act	40
	Section 906	Reference in Securities to Supplemental Indentures	40
	 	 	 
	Article X COVENANTS	40
	 	 	 
	Section 1001	Payment of Principal, Premium and Interest	40
	Section 1002	Maintenance of Office or Agency	40
	Section 1003	Money for Securities Payments to Be Held in Trust	41
	Section 1004	Corporate Existence	41
	Section 1005	Statement by Officers as to Default	42
	Section 1006	Waiver of Certain Covenants	42
	 	 
	Article XI REDEMPTION OF SECURITIES	42
	 	 	 
	Section 1101	Applicability of Article	42
	Section 1102	Election to Redeem; Notice to Trustee	42
	Section 1103	Selection by Trustee of Securities to Be Redeemed	42
	Section 1104	Notice of Redemption	43
	Section 1105	Deposit of Redemption Price	44
	Section 1106	Securities Payable on Redemption Date	44
	Section 1107	Securities Redeemed in Part	45



 






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	Section 1108	No Limit on Repurchases	45
	 	 	 
	Article XII SINKING FUNDS	45
	 	 	 
	Section 1201	Applicability of Article	45
	Section 1202	Satisfaction of Sinking Fund Payments with Securities	45
	Section 1203	Redemption of Securities for Sinking Fund	45
	 	 	 
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE	46
	 	 	 
	Section 1301	Company’s Option to Effect Defeasance or Covenant Defeasance	46
	Section 1302	Defeasance and Discharge	46
	Section 1303	Covenant Defeasance	46
	Section 1304	Conditions to Defeasance or Covenant Defeasance	46
	Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	48
	Section 1306	Reinstatement	48
	 	 	 
	Article XIV MISCELLANEOUS PROVISIONS	49
	 	 	 
	Section 1401	Consent to Jurisdiction and Service of Process	49
	Section 1402	Trust Indenture Act Matters	49
	Section 1403	Successors and Assigns	49
	Section 1404	Separability Clause	49
	Section 1405	Benefits of Indenture	50
	Section 1406	Governing Law	50
	Section 1407	Legal Holidays	50
	Section 1408	No Adverse Interpretation of Other Agreements	50
	Section 1409	No Personal Liability of Directors, Officers, Employees and Stockholders	50
	Section 1410	Language of Notices, Etc	50
	Section 1411	Force Majeure	50
	Section 1412	Waiver of Jury Trial	50
	Section 1413	U.S.A. Patriot Act	50
	Section 1414	Electronic Signature	51


 






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INDENTURE, dated
as of                     , 20   
between Perpetua Resources Corp., a corporation existing under the laws of the Province of British Columbia, Canada (herein called the
 “Company”), having its principal office at 405 S. 8th Street, Boise, Idaho 83702, and [               ],
as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


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


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)            unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture;


 


(5)            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;


 


(6)            when
used with respect to any Security, the words “convert,” “converted” and “conversion” are intended
to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance
with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301, and these words are
not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series and
like tenor pursuant to Sections 304, 305, 306, 906 or 1107 or another similar provision of this
Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean such terms
as may be specified for such Security as contemplated in Section 301;


 


(7)            unless
the context otherwise requires, any reference to “duly provided for” and other words of similar import with respect to any
amount or property required to be paid or delivered, as applicable, shall include, without limitation, having made such amount or property
available for payment or delivery;


 


(8)            references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted
by the Commission from time to time;


 






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(9)            when
the words “includes” or “including” are used herein, they shall be deemed to be followed by the words “without
limitation;” and





 


(10)          “or”
is not exclusive.


 


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


 


“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.


 


“Applicable Procedures”
of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Authenticating
Agent” means, when used with respect to Securities of any series, any Person authorized by the Trustee to act on behalf
of the Trustee to authenticate the Securities of such series.


 


“Board of Directors”
means any of (1) the board of directors of the Company, (2) any duly authorized committee of that board or (3) any officer
of the Company duly authorized by the board of directors of the Company to take a specified action.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of
this Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities
and the forms and terms thereof), such action may be taken by any officer or employee of the Company authorized to take such action by
the Board of Directors as evidenced by a Board Resolution.


 


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


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


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


 


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


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by any two Officers of
the Company.


 


“Corporate Trust
Office” means the designated office of the Trustee at which this Indenture is administered and which, at the date hereof,
is located at [               ] or at such other address as
the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee.


 


“corporation”
means a corporation, association, company (including a limited liability company), joint-stock company, business trust or other business
entity (other than a partnership).


 






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“Covenant Defeasance”
has the meaning specified in Section 1303.





 


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


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as depositary for such Securities as contemplated by Section 301.


 


“DTC”
has the meaning specified in Section 104.


 


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


 


“Exchange Act”
means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date”
has the meaning specified in Section 104.


 


“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, the
Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time. All ratio computations based on GAAP contained in this Indenture
will be computed in conformity with GAAP.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such Securities).


 


“Holder”
means a Person in whose name a Security is, at the time of determination, registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and 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, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of any particular series or specific Securities
within a series established as contemplated by Section 301.


 


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


 


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


 


“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.


 


“Notice of Default”
means a written notice of the kind specified in Section 501(4).


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person
(or, if such Person is a partnership, the general partner thereof) or any other officer or officers of such Person (or such general partner)
designated in a writing by or pursuant to authority of the Board of Directors (if such Person is the Company) or the Guarantor’s
Board of Directors with respect to such Guarantor (if such Person is a Guarantor) and delivered to the Trustee from time to time.





 






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“Officers’
Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom shall
be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company,
that meets the requirements of Section 102.


 


“Opinion of Counsel”
means a written opinion from legal counsel (who may be an employee of or counsel for the Company or any Affiliate thereof) that meets
the requirements of Section 102.


 


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


 


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


 


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


 


(2)            Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; 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;


 


(3)            Securities
as to which Defeasance has been effected pursuant to Section 1302;


 


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


 


(5)            Securities
as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been duly provided for), or as to
which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (a) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (b) if, as of such date, the principal
amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to
be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (c) the principal amount
of a Security denominated in one or more foreign currencies, composite currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of
the principal amount of such Security (or, in the case of a Security described in Clause (a) or (b) above,
of the amount determined as provided in such Clause), and (d) 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, waiver or
other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company.


 






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


 


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


 


“Place of Payment,”
when used with respect to the Securities of any series and subject to Section 1002, means the place or places where the principal
of and any premium and interest on the Securities of that series are payable as contemplated by Section 301.


 


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


 


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


 


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


 


“Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series, means the date specified for
that purpose as contemplated by Section 301.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor division
of the Trustee), including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any
other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers who at
the time shall be such officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his or her knowledge of and familiarity with the particular subject, and who, in each case, has direct responsibility
for the administration of this Indenture.


 


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


 


“Securities Act”
means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 305.


 


“Special Record
Date” for the payment of any Defaulted Interest, means a date fixed by the Company pursuant to Section 307.


 


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


 


“Subsidiary,”
with respect to any Person, means any (1) corporation (other than a partnership) of which the outstanding capital stock having a
majority of the votes entitled to be cast in the election of directors, managers or trustees of such corporation under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or any other Person of which a majority of the voting interests under
ordinary circumstances is at the time, directly or indirectly, owned by such Person or (2) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 






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“Trust Indenture
Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who
is then a Trustee hereunder, 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.


 


“Uniform Commercial
Code” means the Uniform Commercial Code in effect in the State of Delaware or the State of New York, as applicable, in each
case as amended from time to time.


 


“U.S. Government
Obligation” has the meaning specified in Section 1304.


 


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


 


Section 102            Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act.
Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements
set forth in this Indenture.


 


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 individual 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 individual, he has made such examination or investigation as is necessary to enable him 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, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 103            Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


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


 






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


 


Section 104            Acts
of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made 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 or agents duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee, the Company, if made in the manner provided in this Section 104.


 


Without limiting the generality
of this Section 104, unless otherwise provided in or pursuant to this Indenture, (1) a Holder, including a Depositary
or its nominee that is a Holder of a Global Security, may give, make or take, by an agent or agents duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted in or pursuant to this Indenture to be
given, made or taken by Holders, and a Depositary or its nominee that is a Holder of a Global Security may duly appoint in writing as
its agent or agents members of, or participants in, such Depositary holding interests in such Global Security in the records of such Depositary;
and (2) with respect to any Global Security the Depositary for which is The Depository Trust Company (“DTC”),
any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated
Tender Offer Procedures system or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed to constitute
the “Act” of the Holder of such Global Security, and such Act shall be deemed to have been delivered to the Company, and the
Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been
so given, made or taken in accordance with the Applicable Procedures of DTC.


 


The fact and date of the execution
by any Person of any 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.


 


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


 


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.


 






    7


     


    

 


With respect to Securities
of any series, the Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of such
series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided
or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may
set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving, making or taking of any notice,
declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to give, make or take the
relevant action, whether or not such Holders remain Holders after such record date; provided, however, that no such action
shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 105
and 106.





 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving, making
or taking of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 502, (C) any
request to institute proceedings referred to in Section 507(2) or (D) any direction referred to in Section 512,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to give, make or take such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date; provided, however, that no such
action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner
set forth in Sections 105 and 106.


 


With respect to any record
date set pursuant to this Section 104, the party hereto which sets such record date may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder
of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto
which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date to an earlier day as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


 


Without limiting the foregoing,
a Holder entitled hereunder to give, make or take any action hereunder with regard to any particular Security may do so, in person or
by an agent duly appointed in writing, with regard to all or any part of the principal amount of such Security.


 


Section 105            Notices,
Etc., to Trustee, 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 (unless otherwise herein expressly provided) if made, given, furnished or
filed in writing and delivered in Person, mailed by first class mail (registered or certified, return receipt requested), transmitted
by facsimile or sent by overnight courier guaranteeing next Business Day delivery to or with the Trustee addressed to it at its Corporate
Trust Office, Facsimile: [               ] or (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or filed in writing and delivered in Person, mailed by first class mail (registered or certified, return receipt
requested), transmitted by facsimile or sent by overnight courier guaranteeing next Business Day delivery, to or with the Company addressed
to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Chief Financial Officer,
Facsimile: [               ] with a copy to Vinson &
Elkins L.L.P., 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036, Facsimile: (212) 237-0100, Attention: Shelley
Barber, or at any other address previously furnished in writing to the Trustee by the Company.


 






    8


     


    




 


All requests, demands, authorizations,
directions, notices, consents, waivers or Acts of Holders or other such documents made, given, furnished or filed with or to the Company
shall be deemed to have been duly made, given, furnished or filed: (A) at the time delivered by hand, if personally delivered; (B) five
calendar days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt is acknowledged, if telecopied; and
(D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next Business Day delivery.
Notices given by publication will be deemed given on the first date on which publication is made. Any notice or communication to the Trustee
shall be deemed delivered upon receipt by a Responsible Officer of the Trustee.


 


Section 106            Notice
to Holders; Waiver. Where this Indenture provides for notice or other communication to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if given in writing and mailed by first class mail (registered or certified,
return receipt requested) or sent by overnight air courier guaranteeing next Business Day delivery, to each Holder affected by such event,
at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice or other communication. Any notice or other communication shall also
be so mailed or sent to any Person described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust
Indenture Act. Failure to mail or send a notice or other 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 or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
Where this Indenture provides for notice or other communication in any manner, such notice or other communication may be waived in writing
by the Person entitled to receive such notice or other communication, either before or after the event, and such waiver shall be the equivalent
of such notice or other communication. Waivers of notice or other communication 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. If the Company mails a notice or
communication to the Holders, it shall mail a copy to the Trustee at the same time.


 


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 or other communication by mail,
then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder.


 


Where this Indenture provides
for notice or other communication with respect to any event or otherwise to a Holder of a Global Security, such notice or other communication
shall be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not
later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice or other
communication.


 


Section 107            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.


 


Article II

SECURITY FORMS


 


Section 201            Forms
Generally. As to each series of Securities, the Securities of such series shall be in substantially the form set forth in this Article,
or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 Depositary therefor or as may, consistently herewith, be determined by the officers executing
such Securities as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities.


 






    9


     


    







 


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 of the Company executing such Securities.


 


Section 202            Form of
Face of Security.


 


[Insert any legend required
by the Internal Revenue Code and the regulations thereunder.]


 


CUSIP [               ]


 


	No.	 	    $                




 


PERPETUA RESOURCES CORP.


 


PERPETUA RESOURCES CORP.,
a corporation existing under the laws of the Province of British Columbia, Canada (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                ,
or registered assigns, the principal sum of                  
Dollars on                     [if
the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from             
(1) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on              
and                in each year, commencing                 ,
and at the Maturity thereof, at the rate of        % per annum, until the principal
hereof is paid or made available for payment, provided that any premium, and any such installment of interest,
which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable),
from the date such overdue amount is due until such amount is paid or duly provided for, and such interest on any overdue amount
shall be payable on demand](2). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which shall be the                    
or                      (whether or
not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid
or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements
of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.


 


[If the Security is
not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case
the overdue principal and any overdue premium shall bear interest at the rate of [       ]% per annum
(to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on
overdue principal or premium which is not paid on demand shall bear interest at the rate of [       ]%
per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]


 





 









		(1)	If the Securities of the applicable series are to be sold “flat”, insert the date of original
issuance of Securities of such series. If the Securities of the applicable series are to be issued “with accrued interest”,
insert the Interest Payment Date for Securities of such series next preceding the date of original issuance of Securities of such series.



 


		(2)	To remain in brackets and italicized in indenture as executed.



 






    10


     


    

 


Payment of the principal of
(and premium, if any) and [if applicable, insert — any such] interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the continental United States, in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this
Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest becomes payable on a day other
than an Interest Payment Date; provided, however, that if this Security is not a Global Security, (1) payment of interest
on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register; and all other payments will be made by check against surrender of this Security; (2) all payments by check
will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (3) notwithstanding
clauses (1) and (2) above, with respect to any payment of any amount due on this Security, if this Security
is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest
on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to
make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire
transfer instructions specifying an account at a bank in New York, New York, the Company shall make such payment by wire transfer of immediately
available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this
Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described
above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security,
payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture.








 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly signed manually or by facsimile by its duly authorized officers.


 


	 	PERPETUA
    RESOURCES CORP.
	 	 
	 	By:	 
	 	Name:	      
	 	Title:	 




 


Section 203     Form of
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of [Insert date of indenture] (herein called the “Indenture”,
which term shall have the meaning assigned to it in such instrument), among the Company and [               ],
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company , the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —
limited in aggregate principal amount to $                ].


 


This Security is the general,
unsecured, obligation of the Company and any other Person who shall become such in accordance with the Indenture (the “Guarantors”).
The Guarantee by each Guarantor is the general, unsecured, obligation of such Guarantor, subject to the release and discharge thereof
as provided in the Indenture].(4)


 


[If applicable,
insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60
days’ notice, at any time [if applicable, insert — on or after [                 ],
20[  ]], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [if applicable, insert — on or before [                   ],
[        ]%, and if redeemed] during the 12-month period beginning [                 ]
of the years indicated,











 


	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 






    11


     


    

 


and thereafter at a Redemption Price equal
to [       ]% of the principal amount, together in the case of any such redemption with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]](3)


 


[If applicable,
insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’
notice by mail, (1) on [               ] in any
year commencing with the year [       ] and ending with the year [       ]
through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert
 — on or after [          ], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning [            ]
of the years indicated,


 


	Year	 	Redemption Price For 
 Redemption Through Operation 
 of the Sinking Fund	 	Redemption Price For 
 Redemption Otherwise Than 
 Through Operation
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


of the Sinking Fund and thereafter] at a Redemption
Price equal to        % of the principal amount, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all
as provided in the Indenture.](3)


 


[If applicable,
insert — Notwithstanding the foregoing, the Company may not, prior to [             ],
redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of]
the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial
practice) of less than [         ]% per annum.](3)


 


[If applicable,
insert — The sinking fund for this series provides for the redemption on [         ]
in each year beginning with the year [        ] and ending with the year [          ]
of [if applicable, insert — not less than $[        ] (“mandatory
sinking fund”) and not more than] $[        ] aggregate principal amount of Securities
of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert
 — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert —
mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse
order in which they become due.]](3)


 


[If the Security is
subject to redemption of any kind, insert — In the event of redemption of this Security in part only,
a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.](3)


 


[If applicable,
insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security
or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.](3)


 


[If the Security is
not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.](3)


 






    12


     


    







 


[If the Security is
an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount.
Upon payment (A) of the amount of principal so declared due and payable and (B) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series
shall terminate.](3)


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and
such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially
comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any
specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount
(including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at
the time Outstanding to be affected under the Indenture (considered together as one class for this purpose and such affected Securities
potentially being Securities of the same or different series and, with respect to any particular series, potentially comprising fewer
than all the Securities of such series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company with
certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained
in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding of any
series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences,
in the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any
specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 






    13


     


    




 


The Securities of this series
are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


[If this Security is
a Global Security, insert — This Security is a Global Security and is subject to the provisions of the
Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.]


 


This Security and the Indenture
shall be governed by and construed in accordance with the law of the State of New York.


 


All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Section 204     Form of
Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby,
every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


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


 


Section 205     Form of
Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following
form:


 


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


 


Dated:


 


	 	[               ],
    As Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory




 






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Article III

THE SECURITIES





 


Section 301            Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
is unlimited.


 


The Securities may be issued
in one or more series. There shall be established in or pursuant to a Board Resolution, and, subject to Section 303, set forth,
or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,


 


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


 


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


 


(3)            the
Person to whom any interest on a Security of the series shall be payable, if other than 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;


 


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


 


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


 


(6)            the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner in
which any payment may be made;


 


(7)            the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election
by the Company to redeem the Securities shall be evidenced;


 


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


 


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


 


(10)          if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;








 


(11)          if
other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency
units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in
the currency of the United States of America and applying the definition of “Outstanding” in Section 101;


 






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(12)          if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated
to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium
or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);





 


(13)          if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 502;


 


(14)          if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any
purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the
Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner
in which such amount deemed to be the principal amount shall be determined);


 


(15)          if
applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302
or Section 1303 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or
both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other
arrangements) to satisfy the requirements of Section 1304(1) for defeasance of such Securities and, if other than by
a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)          if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 204, any addition to, elimination of or other change
in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 305 in which any such
Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any
other provisions governing exchanges or transfers of any such Global Security;


 


(17)          any
addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the
right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;


 


(18)          any
addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;


 


(19)          any
provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted
into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any
payment of principal or other amount and whether at the option of the Company or otherwise;


 


(20)          if
applicable, that Persons other than those specified in Section 111 shall have such benefits, rights, remedies and claims with
respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such
Securities;


 


(21)          any
change in the actions permitted or required under this Indenture to be taken by or on behalf of the Holders of the Securities of the series,
including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific
Securities of the series rather than or in addition to the Holders of all Securities of the series;


 






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(22)          any
provisions for subordination of any Securities of the series to other indebtedness of the Company (including Securities of other series);


 


(23)          any
guarantees of the Securities of the series, including the terms of subordination, if any, of such guarantees;


 


(24)          any
trustees, authenticating or paying agents, transfer agents or registrars; and


 


(25)          any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).


 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) 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 pursuant to this Section 301 for any series, after issuance of Securities of such
series, such series may be reopened for issuances of additional Securities of that series.


 


The terms of any Security
of a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 301.
The matters referenced in any or all of Clauses (1) through (23) above may be established and set forth or determined
as aforesaid with respect to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act).


 


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 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 302            Denominations.
The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issuable in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 303            Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief
Executive Officer, President or any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant
to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the
Securities may be manual or facsimile.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company,
to the Trustee for authentication, together with a Company Order, and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more
Board Resolutions, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)            if
the form of such Securities has been established by or pursuant to Board Resolution, as permitted by Section 201, that such
form has been established in conformity with the provisions of this Indenture;


 


(2)            if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of this Indenture; and


 






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(3)            that
when such Securities have been 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, such Securities will constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general equity principles and subject to any limitation
with respect to payments in currency other than U.S. dollars.








 


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


 


Notwithstanding the provisions
of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company
Order, and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued.


 


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 309, 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.


 


Section 304            Temporary
Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee
shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.


 


If temporary Securities of
any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount. 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 and
tenor.


 


Section 305            Registration,
Registration of Transfer and Exchange. The Company shall cause to be kept at each office or agency of the Company designated as a
Place of Payment pursuant to the first paragraph of Section 1002 a register (the register, maintained in each such office
or agency of the Company designated as 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 Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


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


 






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At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and
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, which the Holder
making the exchange is entitled to receive.


 


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.


 


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


 


No service charge shall be
made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Sections 304, 906, or 1107 not involving any transfer.


 


If the Securities of any series
(or of any series and specified tenor) are to be redeemed in whole or in part, the Company shall not be required (x) to issue, register
the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of selection of any such Securities for redemption under Section 1103
and ending at the close of business on the day of such selection (or during such period as otherwise specified pursuant to Section 301
for such Securities), or (y) to register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


 


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


 


The provisions of Clauses (1),
(2), (3) and (4) below shall apply only to Global Securities:


 


(1)            Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)            Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301,
no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, or (B) the Company has executed and delivered to the Trustee a
Company Order stating that such Global Security shall be exchanged in whole for Securities that are not Global Securities (in which case
such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind specified in Clause (A) above
or has delivered a Company Order of the kind specified in Clause (B) above, it may, in its sole discretion, designate
a successor Depositary for such Global Security within 90 days after receiving such notice or delivery of such order, as the case may
be. If the Company designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or
more other Global Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary
for such successor Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and
(4) of this provision shall continue to apply thereto.


 






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(3)            Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301,
any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)            Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section 305, Section 304, 306, 906, or 1107 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of
a Person other than the Depositary for such Global Security or a nominee thereof.


 


Every Person who takes or
holds any beneficial interest in a Global Security agrees that:


 


(5)            the
Company and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such
Person;


 


(6)            such
Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established
by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary;


 


(7)            the
Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal
and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary;


 


(8)            none
of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests; and


 


(9)            the
transferor of any Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045
of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such
information. In connection with any proposed exchange of a Security that is not a Global Security for a Global Security, the Company or
the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045
of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such
information.


 


Section 306            Mutilated,
Destroyed, Lost and Wrongfully Taken Securities. If (1) any mutilated Security is surrendered to the Trustee or (2) both
(A) there shall be delivered to the Company and the Trustee (i) a claim by a Holder as to the destruction, loss or wrongful
taking of any Security of such Holder and a request thereby for a new replacement Security of the same series, and (ii) such indemnity
bond as may be required by them to save each of them and any agent of either of them harmless and (B) such other reasonable requirements
as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence
of notice to the Company or the Trustee that such Security has been acquired by a “protected purchaser” within the meaning
of Section 8-405 of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such mutilated, destroyed, lost or wrongfully taken Security, a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously Outstanding.


 






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In case any such mutilated,
destroyed, lost or wrongfully taken 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 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any
series issued pursuant to this Section 306 in lieu of any destroyed, lost or wrongfully taken Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken 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 306
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 wrongfully taken Securities.


 


Section 307            Payment
of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 301 with respect to any
Securities of a series, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest (or, if no business is conducted by the Trustee at its Corporate Trust Office on such date,
at 5:00 P.M.  New York City time on such date).


 


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


 


(1)            The
Company may elect to make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names such Securities
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, 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 of such Securities 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 Company 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 Company shall promptly notify the Trustee of such Special Record Date and the Trustee, 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 given to each Holder
of such Securities in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). The Trustee shall
have no duty whatsoever to determine whether any Defaulted Interest is payable or the amount thereof.


 


(2)            The
Company may make payment of any Defaulted Interest on any Securities of a 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.


 






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Except as may otherwise be
provided in this Section 307 or as contemplated in Section 301 with respect to any Securities of a series, the
Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall
be the Holder of such Security on the day such interest is paid.


 


Subject to the foregoing provisions
of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


In the case of any Security
which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for)
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 such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security
which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable.


 


Notwithstanding the foregoing,
the terms of any Security that may be converted may provide that the provisions of the immediately preceding paragraph do not apply, or
apply with such additions, changes or omissions as may be provided thereby, to such Security.


 


Section 308            Persons
Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company and the Trustee and any agent of the
Company or the Trustee shall treat the Person in whose name such Security is registered as the owner of such Security for the purpose
of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither the Company the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


Section 309            Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it in accordance with its customary procedures. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee’s customary procedures.


 


Section 310            Computation
of Interest. Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 311            CUSIP
Numbers. The Company, in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee in writing of any change in “CUSIP” or “ISIN” numbers.


 






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Article IV

SATISFACTION AND DISCHARGE


 


Section 401           Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to the Securities
of any series (except as to any surviving rights of the Trustee, and of conversion, registration of transfer or exchange of any such Security
expressly provided for herein or in the terms of such Security), 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 theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or wrongfully
taken and which have been replaced or paid as provided in Section 306 and (ii) Securities for the payment of which money
has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)           all
such Securities 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 (i), (ii),
or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for such
purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities 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;


 


(2)           the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities;


 


(3)           no
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities (other than such an event or Event of Default with respect to such Securities resulting solely from the incurrence of indebtedness
or other borrowing of funds, or the grant of liens securing such indebtedness or other borrowing, all or a portion of which are to be
applied to such deposit) shall have occurred and be continuing at the time of such deposit;


 


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


 


(5)           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 Securities have been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 607,
the obligations of the Company to any Authenticating Agent under Section 614, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section 401 with respect to
such Securities, the obligations of the Company of such series under Section 1002 and the obligations of the Trustee under
Section 402, Section 606 and the last paragraph of Section 1003 with respect to such Securities shall
survive such satisfaction and discharge.


 






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Section 402           Application
of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 with respect to Securities of any series shall be held in trust and applied by it, in accordance with
the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest
for whose payment such money has been deposited with the Trustee. All moneys deposited with the Trustee pursuant to Section 401
(and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Company upon Company
Request, to the extent originally deposited by the Company. The Company may direct by a Company Order the investment of any money deposited
with the Trustee pursuant to Section 401, without distinction between principal and income, in (1) United States Treasury
Securities with a maturity of one year or less or (2) a money market fund that invests solely in short term United States Treasury
Securities and from time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds
meeting the criteria specified in Clause (1) or (2) of this sentence.


 


Article V

REMEDIES


 


Section 501           Events
of Default. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series,
 “Event of Default,” wherever used herein with respect to the Securities of that series, means any one of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


 


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


 


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


 


(3)           default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default
for a period of 60 days; or


 


(4)           default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


(5)           the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Canadian or U.S. federal, provincial or state bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Canadian or U.S. federal,
provincial or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of
the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days (provided
that, if any Person becomes the successor to the Company pursuant to Article VIII and such Person is a corporation, partnership
or trust organized and validly existing under the law of a jurisdiction outside the United States or Canada, each reference in this Clause (5) to
an applicable federal, provincial or state law of a particular kind shall be deemed to refer to such law or any applicable comparable
law of such non-U.S. and non-Canadian jurisdiction, for as long as such Person is the successor to the Company hereunder and is so organized
and existing); or


 






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(6)           the
commencement by the Company of a voluntary case or proceeding under any applicable Canadian or U.S. federal, provincial or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
Canadian or U.S. federal, provincial or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under any applicable Canadian or U.S. federal, provincial or state law, or the consent by it to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance
of any such action (provided that, if any Person becomes the successor to the Company pursuant to Article VIII and
such Person is a corporation, limited liability company, partnership, trust or other entity organized and validly existing under the law
of a jurisdiction outside the United States or Canada, each reference in this Clause (6) to an applicable federal, provincial
or state law of a particular kind shall be deemed to refer to such law or any applicable comparable law of such non-U.S. and non-Canadian
jurisdiction, for as long as such Person is the successor to the Company hereunder and is so organized and existing); or


 


(7)           any
other Event of Default provided with respect to Securities of that series in accordance with Section 301.


 


Section 502           Acceleration
of Maturity; Rescission and Annulment. Except as may otherwise be provided pursuant to Section 301 for all or any specific
Securities of any series, if an Event of Default (other than an Event of Default specified in Section 501(5) or Section 501(6))
with respect to Securities of that series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon
upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount), together with any accrued and unpaid interest thereon, shall become immediately due and payable. Except as may otherwise be provided
pursuant to Section 301 for all or any specific Securities of any series, if an Event of Default specified in Section 501(5) or
Section 501(6) with respect to Securities of that series at the time Outstanding occurs, the principal amount of all
the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon
upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together with any accrued and unpaid
interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately
due and payable.


 


Except as may otherwise be
provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration of
acceleration with respect to Securities of that series has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company, and the Trustee, may rescind and annul such declaration and its consequences
if


 


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


 


(A)           all
overdue interest on all Securities of that series,


 


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


 






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


 


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


 


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


 


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


 


Section 503           Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if


 


(1)           default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period
of 60 days, or


 


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


 


the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and
any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.


 


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


 


Section 504            Trustee
May File Proofs of Claim. In case of any judicial proceeding relative to the Company or any other obligor upon the Securities,
their property or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. The Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.
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 607 out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a line 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.


 


No provision of this Indenture
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 






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Section 505           Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has
been recovered.


 


Section 506     Application
of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:


 


FIRST: To the payment of all
amounts due the Trustee, its agents and attorneys hereunder;


 


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


 


THIRD: To the payment of the
remainder, if any, to the Company, or to whomsoever may be lawfully entitled to receive the same as a court of competent jurisdiction
may direct.


 


Section 507     Limitation
on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain or determine whether any action
or inaction disturbs or prejudices the rights of any Holder or seeks to obtain priority or preference over any Holder).


 


Section 508     Unconditional
Right of Holders to Receive Principal, Premium and Interest and to Convert. Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium
and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or,
in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance
with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such
rights shall not be impaired without the consent of such Holder.


 






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Section 509     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


Section 510            Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
wrongfully taken Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


Section 511            Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 512            Control
by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series, provided that


 


(1)            the
Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture or that the Trustee determines
is unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not any such direction unduly prejudices the rights of such Holders);


 


(2)            the
Trustee may require indemnity satisfactory to it being furnished prior to taking such action;


 


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


 


(4)            subject
to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee
shall determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section 513            Waiver
of Past Defaults. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any
series, the Holders of not less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender
offer or exchange offer for, Securities) of the Outstanding Securities of any series to be affected under this Indenture may on behalf
of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences,
except a default


 


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


 






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


 


Upon any such waiver with
respect to any series, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
with respect to such series for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon. A waiver of any past default and its consequences given by or on behalf of any Holder of Securities
in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such
purchase, tender or exchange.


 


Section 514            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, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 514 nor the
Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted
by the Trustee, or by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date) or, if applicable, in any suit for the enforcement of the right to convert any Security in accordance
with its terms.


 


Section 515            Waiver
of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


Article VI

THE TRUSTEE


 


Section 601            Certain
Duties and Responsibilities.


 


(1)            Except
during the continuance of an Event of Default,


 


(A)            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


 


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


 


(2)            In
case an Event of Default has occurred and is continuing, 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 such person’s own affairs.


 






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(3)            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


 


(A)            this
Subsection shall not be construed to limit the effect of the first paragraph of this Section 601;


 


(B)            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;


 


(C)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512,
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


 


(D)            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.


 


(4)            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 601.


 


(5)            No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. 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
unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses, losses and
liabilities that might be incurred by it in compliance with such request or direction.


 


Section 602            Notice
of Defaults. If a default or Event of Default occurs and is continuing hereunder with respect to Securities of any series, and if
it is known to the Trustee as provided in Section 603(10), the Trustee shall send to the Holders of Securities of such series
notice of such default or Event of default within 90 days after the Trustee gains knowledge of the default or Event of Default unless
such default or Event of Default shall have been cured or waived before the giving of such notice. Except in the case of a default or
Event of Default in payment of principal of, premium or interest on Securities of any series, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders
of the Securities of such series. For the purpose of this Section 602 and Section 1005, the term “default”
means, with respect to Securities of any series, any event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.


 


Section 603            Certain
Rights of Trustee. Subject to the provisions of Section 601:


 


(1)            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, 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;


 


(2)            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 shall be sufficiently evidenced by a Board Resolution;


 


(3)            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) shall be entitled to receive and
may request and conclusively rely upon, and shall not be liable for any action it takes or omits to take in good faith in reliance upon,
an Officers’ Certificate or an Opinion of Counsel;


 






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(4)            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 from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;


 


(5)            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, losses, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


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


 


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


 


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


 


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


 


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


 


(11)            the
rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder;


 


(12)            in
no event shall the Trustee be responsible or liable for special, indirect, punitive 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;


 


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


 


(14)            the
right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty; and


 






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(15)            under
no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities.


 


Section 604            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 does not assume any responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or in
any other document issued in connection with the sale of the Securities. The Trustee shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.


 


Section 605            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 608 and 613,
may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


 


Section 606            Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds and need not be held in an interest-bearing
account, in each case, except to the extent required by law or by any other provision of this Indenture. The Trustee (acting in any capacity
hereunder) shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the
Company.


 


Section 607            Compensation
and Reimbursement.


 


(1)            The
Company shall pay to the Trustee (in each of its capacities hereunder) from time to time reasonable compensation for its acceptance of
this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
promptly upon request for all reasonable and customary disbursements, advances and reasonable out-of-pocket expenses incurred or made
by it in addition to the compensation for its services. Such expenses shall include the reasonable and customary compensation, disbursements
and expenses of the Trustee’s agents and counsel.


 


(2)            The
Company shall indemnify, defend, protect and hold the Trustee harmless (in its individual capacity and Trustee capacities) and its agents,
employees, officers and directors against any and all losses, liabilities, damages, costs or expenses incurred by it arising out of or
in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company (including this Section 607 and reasonable attorneys’ fee and expenses and court
costs) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability
or expense that is the result of its negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable
decision. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. As security for the
performance of the obligations of the Company under this Section 607 the Trustee shall have a lien prior to the Securities
of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal
of (and premium, if any) or interest on Securities of such series. Such lien shall survive satisfaction and discharge of this Indenture.


 


(3)            Without
limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable Canadian or U.S. federal, provincial or state bankruptcy, insolvency or other similar law.


 






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(4)            The
provisions of this Section 607 shall survive the termination of this Indenture and the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee.


 


Section 608            Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one series.


 


Section 609            Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of
each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust
Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such Person 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 with respect to the Securities of any series
shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


Section 610            Resignation
and Removal; Appointment of Successor. 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 611.


 


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 611 shall not have been delivered to the 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.


 


The Trustee may be removed
upon 30 days’ prior written notice 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 611 shall not have been delivered to the Trustee within 30 days after the giving of
a notice of removal pursuant to this paragraph, the Trustee being removed 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.


 


If at any time:


 


(1)            the
Trustee shall fail to comply with Section 608 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 609 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


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


 


then, in any such case, (A) the Company by
a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, 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.


 






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If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may
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. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, 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.


 


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 to all Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 611            Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, 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. 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.


 






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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 the first or second preceding paragraph, as the case may be.


 


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


 


Section 612            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. 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 613            Preferential
Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


 


Section 614            Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and
upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities
of such series 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
of such series 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 so appointed with respect to such series and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. 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, authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or examination by U.S. Federal or State authority. 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 614, 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 614, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 614.


 


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 614, without the execution or filing of any paper or any further act on the
part of the Trustee, the Company, the Authenticating Agent or such successor corporation.


 


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 614, the Trustee may appoint a successor Authenticating Agent with respect to any series of
Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series
in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all 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 614.


 






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The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614.


 


If an appointment is made
pursuant to this Section 614 with respect to Securities of any series, the Securities of such series 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 herein and referred to in the within-mentioned Indenture.


 


	 	[           ],
As Trustee
	 	 
	 	By	[NAME OF AUTHENTICATING AGENT],
	 	 	As Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Article VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701            Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee


 


(1)            semi-annually,
not later than [             ] and [                   ]
in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each
series as of the immediately preceding [                   ]
or [               ] as the case may be, and


 


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


 


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


 


Section 702            Preservation
of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to
it as provided in Section 701 upon receipt of a new list so furnished.


 


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


 


Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither of the Company nor the Trustee nor any agent of
any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


 


Section 703            Reports
by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 






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Reports so required to be
transmitted at stated intervals of not more than 12 months shall be transmitted no later than [               ]
and shall be dated as of [                 ] in each
calendar year, commencing in 20[   ].


 


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


 


Section 704            Reports
by Company. The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, if any, at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act need not be filed with the Trustee until the 15th day after the same are actually
filed with the Commission. 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 actual or constructive notice of any information contained therein or determinable
from information contained therein, including the compliance by the Company with any of its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on Officers’ Certificates). The Company will be deemed to have furnished each report required above
to the Trustee and the Holders of the Securities if it has filed such report with the SEC using the EDGAR filing system or if such report
is otherwise publicly available. The Trustee shall have no obligation to determine whether or not such reports have been filed on the
EDGAR filing system.


 


Article VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 801            Company
May Consolidate, Etc., Only on Certain Terms. The Company shall not, in a single transaction or a series of related transactions,
consolidate or amalgamate with or merge into any other Person or sell, convey, transfer or lease all or substantially all its properties
and assets to any Person, and the Company shall not permit any Person to consolidate or amalgamate with or merge into the Company, unless:


 


(1)            in
case the Company shall consolidate or amalgamate with or merge into another Person or sell, convey, transfer or lease all or substantially
all its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by sale, conveyance or transfer, or which leases, all or substantially all the properties and assets of the Company shall
be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United
States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant
of this Indenture on the part of the Company to be performed or observed and, for each Security that by its terms provides for conversion,
shall have provided for the right to convert such Security in accordance with its terms;


 


(2)            immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as
a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and


 


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


 


Section 802            Successor
Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, conveyance,
transfer or lease of all or substantially all the properties and assets of the Company in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities.


 






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Article IX

SUPPLEMENTAL INDENTURES


 


Section 901            Supplemental
Indentures Without Consent of Holders. Except as may otherwise be provided pursuant to Section 301 for all or any specific
Securities of any series, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:


 


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


 


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


 


(3)            to
add any additional Events of Default for the benefit of the Holders of all or any Securities of any series (and if such additional Events
of Default are to be for the benefit of less than all Securities of such series, stating that such additional Events of Default are expressly
being included solely for the benefit of such Securities within such series); or


 


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


 


(5)            to
add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series (and if such addition,
change or elimination is to apply with respect to less than all Securities of such series, stating that it is expressly being made to
apply solely with respect to such Securities within such series), provided that any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding; or


 


(6)            to
secure the Securities; or


 


(7)            to
establish the form or terms of all or any Securities of any series as permitted by Sections 201 and 301; or


 


(8)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or


 


(9)            to
add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities
or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or
conversion of such Securities; or


 






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(10)            to
conform the text of this Indenture or any Securities to any provision of the “Description of the Notes” (or comparable) section
in any offering memorandum, prospectus or prospectus supplement of the Company prepared from time to time after the date of this Indenture
with respect to the offer and sale of Securities of any series, to the extent that such provision was intended to be a verbatim recitation
of a provision of this Indenture, the Securities; which intention shall be established by an Officers’ Certificate; or


 


(11)            to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant
to this Clause (11) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.


 


The Trustee is hereby authorized
to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Section 902            Supplemental
Indentures With Consent of Holders. Except as may otherwise be provided pursuant to for all or any specific Securities of any series,
with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Securities) of the Outstanding Securities of all series affected by such supplemental indenture (considered
together as one class for this purpose and such affected Securities potentially being Securities of the same or different series and,
with respect to any series, potentially comprising fewer than all the Securities of such series), by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby
(including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities),


 


(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or permit the Company to redeem any Security if, absent such supplemental indenture, the
Company would not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium
or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or


 


(2)            if
any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right
to require repurchase or conversion of such Security on the terms provided therein, or


 


(3)            reduce
the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together as one class,
as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of whose
Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(4)            modify
any of the provisions of this Section 902, Section 513 or Section 1006, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902
and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).


 






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


 


It shall not be necessary
for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. A consent to any indenture supplemental hereto by or on behalf of
any Holder of Securities given in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will
not be rendered invalid by such purchase, tender or exchange.


 


Section 903            Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that
the execution of such supplemental indenture is authorized or permitted by this Indenture and constitutes the legal, valid and binding
obligation of the Company enforceable against it in accordance with its terms. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 904            Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 905            Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.


 


Section 906            Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Article X

COVENANTS


 


Section 1001           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 any premium and interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture. With respect to physical Securities, if any, presentation is due at maturity.


 


Section 1002           Maintenance
of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer
or exchange, where Securities may be surrendered for conversion 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, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 






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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.


 


With respect to any Global
Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor, provided, however,
that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global
Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this
Indenture.


 


Section 1003           Money
for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its action or failure so to act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, on or prior to 11:00 A.M., New York City time, on each due date
of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds
with a trustee pursuant to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by
the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment
in respect of the Securities of that series.


 


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


 


Subject to applicable escheat
laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest
has become due and payable shall be paid to the Company 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.


 


Section 1004           Corporate
Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory), licenses and franchises; provided, however,
that the Company will not be required to preserve any such right, license or franchise if it shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company.


 






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Section 1005           Statement
by Officers as to Default. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers’ Certificate, stating that a review of the activities of the Company 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 with respect to the Securities of each series Outstanding and further stating,
as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed,
performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance
and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in
each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event
of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of
Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto).


 


Section 1006           Waiver
of Certain Covenants. Except as otherwise provided pursuant to Section 301 for all or any Securities of any series, the
Company may, with respect to all or any Securities of any series, omit in any particular instance to comply with any term, provision or
condition set forth in Section 1004 or in any covenant provided pursuant to Sections 301(18), 901(2), 901(6) or
901(7) for the benefit of the Holders of such series or in Article VIII if, before the time for such compliance,
the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities) of all Outstanding Securities affected by such waiver (considered together as one class for this purpose and such
affected Securities potentially being Securities of the same or different series and, with respect to any particular series, potentially
comprising fewer than all the Securities of such series) shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. A waiver of compliance
given by or on behalf of any Holder of Securities in connection with a purchase of, or tender or exchange offer for, such Holder’s
Securities will not be rendered invalid by such purchase, tender or exchange.


 


Article XI

REDEMPTION OF SECURITIES


 


Section 1101           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 301 for such Securities) in accordance with this Article.


 


Section 1102          Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be established in or pursuant to a Board
Resolution or in another manner specified as contemplated by Section 301 for such Securities. If the Company elects to redeem
the Securities pursuant to this Article XI, it shall notify the Trustee in writing at least 5 Business Days before the date
of giving the notice of redemption (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. Such notice shall
be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply
with the conditions herein. In the case of any redemption of Securities (1) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company that is subject
to a condition specified in the terms of the Securities of the series to be redeemed, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or condition. Redemptions may be conditioned upon the occurrence of conditions
precedent with respect to the redemption.


 


Section 1103           Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities
of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities
to be redeemed shall be selected by the Trustee, from the Outstanding Securities of such series not previously called for redemption,
pro rata (and when the Securities are in the form of Global Securities, the Trustee shall select such Securities in accordance with the
Applicable Procedures of the Depositary), and which may provide for the selection for redemption of a portion of the principal amount
of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities
to be redeemed shall be selected by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.


 






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If any Security selected for
partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as it may be) to be the portion selected for redemption. Securities which
have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of
such selection, subject to the Applicable Procedures of DTC.


 


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


 


The provisions of the two
preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed
in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall
be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


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 1104           Notice
of Redemption. Notice of redemption shall be given in the manner provided in Section 106 not less than 10 days nor more
than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for
the relevant Securities), to each Holder of Securities to be redeemed, at his address appearing in the Security Register, except that
redemption notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of
the Securities or a satisfaction and discharge of this Indenture pursuant to Article IV or Article XIII hereof,
respectively.


 


All notices of redemption
shall identify the Securities to be redeemed (including CUSIP numbers, if any) and shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 


(3)            if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security 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,


 


(5)            the
place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(6)            the
conditions precedent for the redemption, if any,


 






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(7)            if
such redemption is subject to satisfaction of one or more conditions precedent, that, in the Company’s discretion, the redemption
date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption
date so delayed,


 


(8)            for
any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security to be
redeemed will terminate and the place or places where such Securities may be surrendered for conversion, and


 


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


 


The Company shall provide
written notice of the delay of such redemption date or the rescission of such notice of redemption (and rescission and cancellation of
the redemption of the Notes) to the Trustee no later than 10:00 A.M.  New York City time, (subject to the Applicable Procedures)
on the redemption date or the redemption date as so delayed. Upon receipt of such notice of the delay of such redemption date or the rescission
of such notice of redemption, such redemption date shall be automatically delayed or such notice of redemption shall be automatically
rescinded, as applicable, and the redemption of the Notes shall be automatically delayed or rescinded and cancelled, as applicable, as
provided in such notice.


 


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 at least two Business Days
prior to the date the Redemption Notice will be sent (unless a shorter notice shall be satisfactory to the Trustee), by the Trustee in
the name and at the expense of the Company; provided, however, that the Officers’ Certificate delivered to the Trustee
pursuant to Section 1102 hereof requests that the Trustee give such notice and sets forth the information to be stated in
such notice as required by this Section 1104.


 


Section 1105           Deposit
of Redemption Price. Prior to 11:00 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 1003)
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, all the Securities which are to be redeemed on that date, other than any Securities called for redemption on that date which
have been converted prior to the date of such deposit.


 


If any Security called for
redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided
in the last paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.


 


Section 1106           Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest or unless the conditions for the redemption have not been satisfied) such
Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 






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


 


Section 1107           Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


 


Section 1108           No
Limit on Repurchases. Nothing in this Indenture or the Securities shall prohibit or limit the right of the Company or any Affiliate
of the Company to repurchase Securities from time to time at any price in open market purchases or private transactions at negotiated
prices, by tender offer or otherwise, in each case without any notice to or consent by Holders. Any Securities purchased by the Company
or any Affiliate of the Company may, to the extent permitted by law and at the discretion of the Company, be held, resold or delivered
to the Trustee for cancellation. Any such Securities delivered to the Trustee for cancellation may not be resold and shall be disposed
of by the Trustee in accordance with its customary procedures.


 


Article XII

SINKING FUNDS


 


Section 1201           Applicability
of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 301 for such Securities.


 


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


 


Section 1202           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 converted in accordance with their terms
or 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 any Securities of such series required to be made pursuant to the terms of such Securities
as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed (or at such other prices as may be specified for such Securities as contemplated
in Section 301), for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.


 


Section 1203           Redemption
of Securities for Sinking Fund. Not less than 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to each
sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, 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 delivering and crediting Securities
pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior
to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 






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Article XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301           Company’s
Option to Effect Defeasance or Covenant Defeasance. Unless otherwise designated pursuant to Section 301(15), the Securities
of any series of Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 1302 or Section 1303,
in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. The Company may elect, at its option, at any time, to have Section 1302 or Section 1303
applied to any Securities or any series of Securities so subject to defeasance or covenant defeasance. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.


 


Section 1302           Defeasance
and Discharge. Upon the Company’s exercise of its option (if any) to have this Section 1302 applied to any Securities
or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect
to such Securities as provided in this Section 1302 on and after the date the conditions set forth in Section 1304
are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all their other respective
obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304(1) and
as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when
payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the obligations of the Company
with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and, if applicable,
their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to
have this Section 1302 applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.


 


Section 1303           Covenant
Defeasance. Upon the Company’s exercise of its option (if any) to have this Section 1303 applied to any
Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Section 1004
and any covenants provided pursuant to Section 301(18), 901(2), 901(6) or 901(7) for the
benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section 501(4) (with
respect to Section 1004 and any such covenants provided pursuant to Sections 301(18), 901(2), 901(6) or 901(7))
and Section 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section 1303 on and after the date the conditions set forth in Section 1304
are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)),
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such
Securities thereof shall be unaffected thereby.


 


Section 1304           Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or Section 1303
to any Securities or any series of Securities, as the case may be:


 


(1)            The
Company shall irrevocably have deposited or caused to be irrevocably deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,
the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before
the due date of any payment, money in an amount, or (C) such other obligations or arrangements as may be specified as contemplated
by Section 301 with respect to such Securities, or (D) a combination thereof, in each case sufficient (except in the
case of clause (A), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized
investment banking firm expressed in a written certification thereof delivered to the Trustee) to pay and discharge, and which shall be
applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S.
Government Obligation” means (i) any security which is (a) a direct obligation of the United States of America
for the payment of which the full faith and credit of the United States of America is pledged or (b) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in either case (a) or (b), is not
callable or redeemable at the option of the issuer thereof, and (ii) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (i) above and held
by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest
on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 






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(2)            In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable
U.S. Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for U.S. Federal income tax purposes as a result of
the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to U.S. Federal income tax on
the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.
In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel or ruling from the Canada Revenue Agency to the effect that Holders of such
Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income and other Canadian tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Canadian federal,
provincial or territorial and other Canadian income tax on the same amounts, in the same manner and at the same times as would have been
the case if such deposit, Defeasance and discharge had not occurred (and for the purposes of such Canadian Opinion of Counsel, counsel
will assume that holders of such securities include holders who are not resident in Canada).


 


(3)            In
the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Canadian federal, provincial or territorial income and other Canadian tax purposes or for U.S. Federal income tax purposes
as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Canadian
federal, provincial or territorial income and other Canadian tax and U.S. Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur (and for the purposes of such Canadian
Opinion of Counsel, counsel will assume that holders of such securities include holders who are not resident in Canada).


 


(4)            The
Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)            No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities (other than such an event or Event of Default with respect to such Securities resulting solely from the incurrence of indebtedness
or other borrowing of funds, or the grant of liens securing such indebtedness or other borrowing, all or a portion of which are to be
applied to such deposit) shall have occurred and be continuing at the time of such deposit.


 






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(6)            Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or
instrument (other than this Indenture insofar as such Securities are concerned) to which the Company is a party or by which it is bound.


 


(7)            The
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of such Securities over the other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company.


 


(8)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section 1305            Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such
other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect
of any Securities 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 such Paying Agent (including the Company acting as its own Paying Agent or any Subsidiary
or Affiliate of the Company) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon
in respect of principal and any premium and interest, but money and U.S. Government Obligations so held in trust 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 U.S. Government Obligations deposited pursuant
to Section 1304 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 Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess
of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities.


 


Section 1306           Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the respective obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant
to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305
with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment
of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


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. Delivery of an executed counterpart of this Indenture by facsimile or electronic transmission shall be
equally as effective as delivery of an original executed counterpart of this Indenture. Any party delivering an executed counterpart of
this Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Indenture, but failure
to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Indenture.


 






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Article XIV

MISCELLANEOUS PROVISIONS


 


Section 1401           Consent
to Jurisdiction and Service of Process. The Company irrevocably submits to the jurisdiction of any New York State or Federal court
sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. 
The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of
any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court
has been brought in any inconvenient forum.  The Company agrees that final judgment in any such suit, action or proceeding brought
in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Canada (or any other courts to the
jurisdiction of which the Company is subject) by a suit upon such judgment, provided that service of process is effected
upon the Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however,
that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver
of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment
or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any
such judgment.


 


By the execution and delivery
of this Indenture, the Company (i) acknowledges that it has irrevocably designated and appointed Perpetua Resources Idaho, Inc.,
P.O. Box 429, 13181 Hwy 55, Donnelly, ID 83615, as its authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to the Debt Securities or this Indenture that may be instituted a New York state or federal court located in
The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity
as Trustees hereunder), and (ii) agrees that service of process upon Perpetua Resources Idaho, Inc. and written notice of said
service to the Company (mailed or delivered to the Company as specified herein), shall be deemed in every respect effective service of
process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution
and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of Perpetua
Resources Idaho, Inc. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable
in respect of any Securities.


 


The Company irrevocably
waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert
lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process
upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held
to be valid personal service upon and personal delivery to the Company so served.


 


Nothing in this Section shall
affect the right of the Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring
proceedings against the Company in the courts of any jurisdiction or jurisdictions.


 


Section 1402           Trust
Indenture Act Matters. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is
required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be. 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.


 


Section 1403           Successors
and Assigns. All covenants and agreements in this Indenture and the Securities by the Company and the Trustee, except as otherwise
provided in Section 802, shall bind their respective successors and assigns, whether so expressed or not.


 


Section 1404           Separability
Clause. In case any provision in this Indenture, or in the Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 






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Section 1405           Benefits
of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture,
except as may otherwise be provided pursuant to Section 301 with respect to any Securities of a particular series or under
this Indenture with respect to such Securities.


 


Section 1406           Governing
Law. This Indenture and the Securities and the rights and obligations of the parties hereto and thereto, including the interpretation,
construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the
State of New York.


 


Section 1407           Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Maturity of any Security, or any date on which a Holder
has the right to convert his Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section 1407)) payment of interest or principal (and premium, if any), or conversion of such Security 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 Maturity, or on such date for conversion,
as the case may be, and if payment is so made or such conversion occurs, no interest shall accrue for the period from and after such Interest
Payment Date, such Redemption Date, the Maturity, or such date for conversion, as the case may be.


 


Section 1408           No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or other agreement
of the Company or any Subsidiaries of the Company or of any other Person. Any such indenture, loan or other agreement may not be used
to interpret this Indenture.


 


Section 1409           No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company, respectively, under
the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Securities by accepting a Security waives and releases all such liability and claims. The waiver and release are part of
the consideration for issuance of the Securities. This Section 1409 shall not apply to any claims under the U.S. federal securities laws.


 


Section 1410           Language
of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver, other action or Act provided or permitted
under this Indenture shall be in the English language, except that any published notice may be in an official language of the country
of publication.


 


Section 1411           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, (i) any act or provision
of any future law or regulation or governmental authority, (ii) strikes, (iii) work stoppages, (iv) accidents, (v) acts
of war or terrorism, (vi) civil or military disturbances, (vii) nuclear or natural catastrophes or acts of God, (viii) disease,
(ix) epidemic or pandemic, (x) quarantine, (xi) national emergency, (xii) interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services, (xiii) communications system failure, (xiv) malware or ransomware,
(xv) unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or (xvi) unavailability
of any securities clearing system; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 1412           Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.


 


Section 1413           U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and
record information that identities each person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to
satisfy the requirements of the U.S.A. Patriot Act.


 






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Section 1414           Electronic
Signature. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all
purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
This Indenture and any certificate, agreement or other document to be signed in connection with this Indenture and the transactions contemplated
hereby shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf
of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) in
the case of this Indenture and any certificate, agreement or other document to be signed in connection with this Indenture and the transactions
contemplated hereby, other than any Securities, any electronic signature permitted by the federal Electronic Signatures in Global and
National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”). Each electronic
signature (except in the case of any Securities) or faxed, scanned, or photocopied manual signature shall for all purposes have the same
validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively
rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature
(except in the case of any Securities), of any party and shall have no duty to investigate, confirm or otherwise verify the validity or
authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required
under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.


 






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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.


 


	 	PERPETUA RESOURCES CORP.
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 



 






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	 	[               ]
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 


 






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