Exhibit 4.2


 


 


 


 





 



 


 


 


 


 


CBAK ENERGY TECHNOLOGY, INC.


 


TO


 


[             ]


Trustee


 





 



 




Indenture


 


Dated as of __, 20__


 





 



 


 


 


 


 


 





 



 


 


 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	9
	Section 103.	Form of Documents Delivered to Trustee	9
	Section 104.	Acts of Holders	10
	Section 105.	Notices, Etc. to Trustee and Company	11
	Section 106.	Notice to Holders; Waiver	12
	Section 107.	Conflict With Trust Indenture Act	12
	Section 108.	Effect of Headings and Table of Contents	13
	Section 109.	Successors and Assigns	13
	Section 110.	Separability Clause	13
	Section 111.	Benefits of Indenture	13
	Section 112.	Governing Law	13
	Section 113.	Legal Holidays	13
	Section 114.	Rules by Trustee and Agents	14
	Section 115.	No Recourse Against Others	14
	 	 	 
	ARTICLE II
	 	 	 
	SECURITY FORMS
	 	 	 
	Section 201.	Forms Generally	14
	Section 202.	Form of Trustee’s Certificate of Authentication	15
	 	 	 
	ARTICLE III
	 	 	 
	THE SECURITIES
	 	 	 
	Section 301.	Amount Unlimited; Issuable in Series	15
	Section 302.	Denominations	20
	Section 303.	Execution, Authentication, Delivery and Dating	20
	Section 304.	Temporary Securities	22


 




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	Section 305.	Registration, Registration of Transfer and Exchange	23
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	24
	Section 307.	Payment of Interest; Interest Rights Preserved	25
	Section 308.	Persons Deemed Owners	26
	Section 309.	Cancellation	27
	Section 310.	Computation of Interest	27
	Section 311.	Global Securities; Exchanges; Registration and Registration of Transfer	28
	Section 312.	Extension of Interest Payment	29
	 	 	 
	ARTICLE IV
	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 401.	Satisfaction and Discharge of Indenture	29
	Section 402.	Application of Trust Money	30
	Section 403.	Satisfaction, Discharge and Defeasance of Securities of Any Series	31
	 	 	 
	ARTICLE V
	 	 	 
	REMEDIES
	 	 	 
	Section 501.	Events of Default	32
	Section 502.	Acceleration of Maturity; Rescission and Annulment	34
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	35
	Section 504.	Trustee May File Proofs of Claim	36
	Section 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	37
	Section 506.	Application of Money Collected	37
	Section 507.	Limitation on Suits	37
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	38
	Section 509.	Restoration of Rights and Remedies	38
	Section 510.	Rights and Remedies Cumulative	39
	Section 511.	Delay or Omission Not Waiver	39
	Section 512.	Control by Holders	39
	Section 513.	Waiver of Past Defaults	39
	Section 514.	Undertaking for Costs	40
	Section 515.  	Waiver of Stay or Extension Laws	40


 




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	ARTICLE VI
	 	 	 
	THE TRUSTEE
	 	 	 
	Section 601.	Certain Duties and Responsibilities	41
	Section 602.	Notice of Defaults	42
	Section 603.	Certain Rights of Trustee	42
	Section 604.	Not Responsible for Recitals or Issuance of Securities	43
	Section 605.	May Hold Securities	44
	Section 606.	Money Held in Trust	44
	Section 607.	Compensation and Reimbursement	44
	Section 608.	Disqualification; Conflicting Interests	45
	Section 609.	Corporate Trustee Required; Eligibility	45
	Section 610.	Resignation and Removal; Appointment of Successor	45
	Section 611.	Acceptance of Appointment by Successor	47
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	48
	Section 613.	Preferential Collection of Claims Against Company	48
	Section 614.	Appointment of Authenticating Agent	48
	 	 	 
	ARTICLE VII
	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders	50
	Section 702.	Preservation of Information; Communications to Holders	51
	Section 703.	Reports by Trustee	52
	Section 704.	Reports by Company	53
	 	 	 
	ARTICLE VIII
	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	 
	Section 801.	Company May Consolidate, Etc. Only on Certain Terms	54
	Section 802.	Successor Corporation Substituted	54
	 	 	 
	ARTICLE IX
	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	55
	Section 902.  	Supplemental Indentures With Consent of Holders	57


 




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	Section 903.	Execution of Supplemental Indentures	59
	Section 904.	Effect of Supplemental Indentures	59
	Section 905.	Conformity With Trust Indenture Act	59
	Section 906.	Reference in Securities to Supplemental Indentures	59
	Section 907.	Revocation and Effect of Consents	59
	Section 908.	Modification Without Supplemental Indenture	60
	 	 	 
	ARTICLE X
	 	 	 
	COVENANTS
	 	 	 
	Section 1001.	Payment of Principal, Premium and Interest	60
	Section 1002.	Maintenance of Office or Agency	61
	Section 1003.	Money for Securities Payments to Be Held in Trust	62
	Section 1004.	Corporate Existence	64
	Section 1005.	Defeasance of Certain Obligations	64
	Section 1006.	Statement by Officers as to Default	65
	Section 1007.	Waiver of Certain Covenants	66
	Section 1008.	Maintenance of Properties	66
	 	 	 
	ARTICLE XI
	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 
	Section 1101.	Applicability of Article	67
	Section 1102.	Election to Redeem; Notice to Trustee	67
	Section 1103.	Selection by Trustee of Securities to Be Redeemed	67
	Section 1104.	Notice of Redemption	68
	Section 1105.	Securities Payable on Redemption Date	69
	Section 1106.	Securities Redeemed in Part	70
	 	 	 
	ARTICLE XII
	 
	SINKING FUNDS
	 	 	 
	Section 1201.	Applicability of Article	70
	Section 1202.	Satisfaction of Sinking Fund Payments With Securities	70
	Section 1203.	Redemption of Securities for Sinking Fund	71


 




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	ARTICLE XIII
	 
	REPAYMENT OF SECURITIES AT OPTION OF HOLDERS
	 	 	 
	Section 1301.	Applicability of Article	71
	Section 1302.	Notice of Repayment Date	71
	Section 1303.	Securities Payable on Repayment Date	73
	Section 1304.	Securities Repaid in Part	73


 




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INDENTURE, dated as
of [          ], 20__, between CBAK ENERGY TECHNOLOGY, INC., a company organized
and existing under the laws of the State of Nevada (herein called the “Company”), and [                
] (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 (each herein called a “Security” or collectively the “Securities”),
in an unlimited aggregate principal amount 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 covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities or of any 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 generally accepted accounting principles, and,
except as otherwise herein expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the
United States at the date of such computation or, at the election of the Company from time to time, at the date of the execution
and delivery of this Indenture;


 


(4) the word “or”
is not exclusive; and


 




     


     


    

 


(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.


 


Certain terms, used
principally in Article VI, are defined in that Article.


 


“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.


 


“Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.


 


“Authorized
Newspaper” means a newspaper of general circulation, in an official language of the country of publication or in
the English language, customarily published on a daily basis (including newspapers published on a daily basis except not published
on Legal Holidays, as defined in Section 113) in such country. Whenever successive weekly publications in an Authorized
Newspaper are required hereunder, they may be made (unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.


 


“Authorized
Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Secretary,
any Assistant Secretary or any other officer or agent of the Company duly authorized by the Board of Directors to act in respect
of matters relating to this Indenture.


 


“Board
of Directors” means either the board of directors of the Company or any duly authorized committee of that board.


 


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


 


“Business
Day”, when used with respect to any Place of Payment or any other particular location specified in the Securities
or this Indenture, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment such other location, or the city in which the Corporate Trust Office of the Trustee is located, are authorized
or obligated by law to close, except as may be otherwise specified as contemplated by Section 301.


 


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


 




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“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after 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 an Authorized Officer and delivered to the Trustee.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business
shall be administered and, with respect to [       ], shall be located in [            
].


 


“Corporation”
includes corporations, associations, joint stock companies, limited liability companies and business trusts.


 


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


 


“Depository”
means, with respect to any series of Securities issuable or issued in the form of a Global Security, an entity named as such in
the Indenture, or, if no entity is so named, an entity, if any, named by the Company as such by Board Resolution, or its successor.
The Depository is the entity which holds a Global Security, if any, and operates the computerized book-entry system through which
ownership interests in the Securities are recorded. Such entity shall at all times be a registered clearing agency under the Securities
Exchange Act of 1934, as amended, and in good standing thereunder or, in the case of an entity that holds a Global Security issued
outside of the United States, such entity shall at all times be in compliance with any applicable registration requirements and
in good standing under application regulations.


 


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


 


“Eligible
Obligations” means:


 


(a) with respect to
Securities denominated in Dollars, U.S. Government Obligations; or


 


(b) with respect to
Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments as shall
be specified with respect to such Securities, as contemplated by Section 301(24).


 


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


 


“Global
Security” means a Security, if any, issued to evidence all or a part of a series of Securities in accordance with
Section 301.


 




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“Holder”
means the bearer of an Unregistered Security or coupon appertaining thereto or a Person in whose name a Registered Security is
registered in the Security Register or the Person who is the record owner of any ownership interests in a Global Security.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series
of Securities established as contemplated by Section 301.




 


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


 


“Interest”,
when used with respect to an Original Issue Discount Security that 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, upon call for
redemption, exercise of repayment option or otherwise.


 


“Officer’s
Certificate” means a certificate signed by an Authorized Officer and delivered to the Trustee.


 


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


 


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


 


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


 


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


 


(b) Securities
or portions thereof for whose payment or redemption (a) money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities or (b) Eligible Obligations as contemplated by Sections 401
and 403 in the necessary amount have been theretofore deposited with the Trustee, in trust, for the Holders of such Securities
(whether or not the Company’s indebtedness in respect thereof shall be satisfied and discharged for purposes of this Indenture
or otherwise), provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee has been made; and


 




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(c) Securities
that 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 have been presented to the Trustee
proof satisfactory to it and the Company that such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder,


 


(w) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (unless
the Company, such Affiliate or such obligor owns (i) all Securities Outstanding under this Indenture or (ii) except for the purposes
of actions to be taken by Holders of more than one series or Tranche voting as a class, all Outstanding Securities of each such
series and each such Tranche, as the case may be, determined without regard to this clause) shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor;


 


(x) in determining
whether the Holders of the requisite principal amount of Securities of any series or Tranche have concurred in any direction, waiver
or consent, the principal amount of Original Issue Discount Securities that shall be deemed to be outstanding shall be the amount
of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof
pursuant to Section 502;


 


(y) in the
case of any Security the principal of which is payable from time to time without presentment or surrender, the principal amount
of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original principal
amount thereof less the aggregate amount of principal thereof theretofore paid; and


 






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(z) the principal
amount of any Security which is denominated in a currency other than Dollars or in a composite currency that shall be deemed to
be Outstanding for such purposes shall be the amount of Dollars that could have been purchased by the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent on the date determined as set forth below of the amount
determined as provided in (x) above) of such currency or composite currency evidenced by such Security, in each such case certified
to the Trustee in an Officer’s Certificate based (i) on the average of the mean of the buying and selling spot rates quoted
by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11:00 A.M. (New
York time) in The City of New York on the fifteenth Business Day preceding any such determination or (ii) if on such fifteenth
Business Day it is not possible or practicable to obtain such quotations from such three banks, on such other quotations or alternative
methods of determination that shall be as consistent as practicable with the method set forth in (i) above.


 


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


 


“Periodic
Offering” means an offering of Securities of a series from time to time any or all of the specific terms of which
Securities, including without limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such Securities by the Trustee, all as contemplated in
Section 301 and clause (2) of Section 303.


 


“Person”
means any individual, corporation, partnership, limited liability company, partnership, joint venture, association, joint-stock
company, 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, or any Tranche thereof, means the place or places
where the principal of (and premium, if any) and interest, if any, on the Securities of that series or Tranche are payable as specified
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 stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.


 


“Redemption
Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant
to Section 301 of 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, exclusive of accrued and unpaid interest, if any.


 


“Registered
Security” means any Security issued hereunder and registered by the Security Registrar or any recorded interest in
a Global Security issued hereunder.


 






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“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.


 


“Repayment
Date”, when used with respect to any Security of any series to be repaid or repurchased, means the date, if any,
fixed for such repayment or for such repurchase (whether at the option of the Holders or otherwise) pursuant to Section 301
of this Indenture.


 


“Repayment
Price”, when used with respect to any Security of any series to be repaid, means the price, if any, at which it is
to be repaid pursuant to Section 301.


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer within the corporate trust department or any other
successor group of the Trustee, including any vice president, assistant vice president, assistant secretary or any other officer
of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.


 


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


 


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


 


“Senior
Securities” means Securities other than Subordinated Securities.


 


“series”
or “series of Securities” means a series of Securities issued under this Indenture as determined by Board
Resolution or as otherwise determined under this Indenture, and except as otherwise provided in Section 608.


 


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


 


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


 


“Subordinated
Securities” means Securities that by the terms established pursuant to Subsection 301(10) are subordinate to any
specified debt of the Company.


 






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“Subsidiary”
means (i) any corporation, association or other business entity of which more than 50% of the outstanding total voting stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and
one or more other Subsidiaries or (ii) any partnership the sole general partner or the managing general partner of which is the
Company or a Subsidiary of the Company or the only general partners of which are the Company or of one or more Subsidiaries of
the Company (or any combination thereof). For the purposes of this definition, “voting stock” means, in the case of
a corporation, stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no
senior class of capital stock has such voting power by reason of any contingency, in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, in the case
of a partnership or limited liability company, partnership or membership interests (whether general or limited), and any other
interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Tranche”
means a group of Securities which (a) are of the same series and (b) have identical terms except as to principal amount or date
of issuance.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have
been appointed with respect to one or more series of Securities 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.


 


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


 


“U.S. Government
Obligations” means (a) direct obligations of the United States for the payment of which its full faith and credit
is pledged, or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States
and the payment of which is unconditionally guaranteed by the United States and (b) certificates, depositary receipts or other
instruments which evidence a direct ownership interest in obligations described in clause (a) above or in any specific interest
or principal payments due in respect thereof; provided, however, that the custodian of such obligations or specific interest
or principal payments shall be a bank or trust company (which may include the Trustee or any Paying Agent) subject to federal or
state supervision or examination with a combined capital and surplus of at least $50,000,000; and provided, further, that
except as may be otherwise required by law, such custodian shall be obligated to pay to the holders of such certificates, depositary
receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments and
shall not be permitted to make any deduction therefrom.


 


“U.S. Person”
means a citizen, national or resident of the United States, a corporation, partnership, limited liability company, or other entity
created or organized in or under the laws of the United States or any political subdivision thereof, or an estate or trust whose
income from sources without the United States is includible in gross income for United States federal income tax purposes regardless
of its connection with the conduct of a trade or business within the United States.


 


“Unregistered
Security” means any Security issued hereunder which is not a Registered Security.


 






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


 


“Yield
to Maturity” means the yield to maturity, calculated by the Company at the time of issuance of a series of Securities
or, if applicable, at the most recent determination of interest on such series in accordance with accepted financial practice.


 


Section 102.
Compliance Certificates and Opinions.


 


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


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided
pursuant to Section 704(4)) 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.


 






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Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel. Any such
Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession
of the Company.


 


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


 


Section 104. Acts
of Holders.


 


(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; 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, or of the holding by any Person of Unregistered Securities, shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this
Section.


 


(b) The fact and date
of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him 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 acceptable to the Trustee.


 


(c) The amount of Unregistered
Securities held by any Person executing any such instrument or writings as the Holder thereof, and the numbers of such Unregistered
Securities, and the date of his holding the same, may be proved by the production of such Unregistered Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or member of a national securities exchange (wherever situated), if
such certificate is in form satisfactory to the Trustee, showing that at the date therein mentioned such Person had on deposit
with such depositary, or exhibited to it, the Unregistered Securities therein described; or such facts may be proved by the certificate
or affidavit of the Person executing such instrument or writing as the Holder thereof, if such certificate or affidavit is in form
satisfactory to the Trustee. The Trustee and the Company may assume that such ownership of any Unregistered Securities continues
until (1) another certificate bearing a later date issued in respect of the same Unregistered Securities is produced, or (2) such
Unregistered Securities are produced by some other Person, or (3) such Unregistered Securities are registered as to principal or
are surrendered in exchange for Unregistered Securities, or (4) such Unregistered Securities are no longer Outstanding.


 






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(d) The fact and date
of execution of any such instrument or writing and the amount and number of Unregistered Securities held by the Person so executing
such instrument or writing may also be proved in any other manner that the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.


 


(e) The principal amount
(except as otherwise contemplated in clause (x) of the proviso to the definition of “Outstanding”) and serial numbers
of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.


 


(f) Any request, demand,
authorization, direction, notice, consent, election, 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.


 


(g) The Company may set
a record date for purposes of determining the identity of Holders of any Securities of any series entitled to vote or consent to
any action by vote or consent authorized or permitted by Section 512 or 513. Such record date shall be the later
of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Securities furnished
to the Trustee pursuant to Section 701 prior to such solicitation.


 


(h) If the Company solicits
from Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option,
fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only
the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of the record date.


 


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


 


Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


 


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


 






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


 


Section 106. Notice
to Holders; Waiver.


 


Except as otherwise expressly provided herein, where this Indenture provides for notice of any event or
reports to Holders, such notice or report shall be sufficiently given if in writing and mailed, first-class postage prepaid, to
each Holder of Registered Securities affected by such event, at the address of such Holder as it appears in the Security Register
and to addresses filed with the Trustee or preserved on the Trustee’s list pursuant to Section 702(a) for other Holders
(and to such other addressees as may be required in the case of such notice or report under Section 313(c) of the Trust Indenture
Act), not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or report.


  


In any case where notice
to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders.


 


Notice shall be sufficiently
given to Holders of Unregistered Securities if published in an Authorized Newspaper in each of The City of New York and, if such
Securities are listed on any stock exchange outside of the United States, in the city in which such stock exchange is located,
or in such other city or cities as may be specified in the Securities, once in each of two different calendar weeks, the first
publication to be not earlier than the earliest date, and not later than the last date, if any, prescribed for the giving of such
notice.


 


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


 


In case by reason of
the suspension of regular mail service or by reason of any other cause is impracticable to give such notice by mail, then such
notification that is made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


If it is impractical
in the opinion of the Trustee or the Company to make any publication of any notice required hereby in an Authorized Newspaper,
any publication or other notice in lieu thereof that is made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.


 


Section 107. Conflict
With Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts with the duties imposed by operation of subsection
(c) of Section 318 of the Trust Indenture Act, the imposed duties shall control.


 






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Section 108. Effect
of Headings and Table of Contents.


 


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


 


Section 109. Successors
and Assigns.


 


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


 


Section 110. Separability
Clause.


 


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


 


Section 111. Benefits
of Indenture.


 


Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the
parties hereto (including any Paying Agent appointed pursuant to Section 1002 and Authenticating Agent appointed pursuant
to Section 614 to the extent provided herein) and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 


Section 112. Governing
Law.


 


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


 


Section 113. Legal
Holidays.


 


In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security
is not a Business Day at any Place of Payment or the city in which the Corporate Trust Office of the Trustee is located, then
(notwithstanding any other provision of this Indenture or of the Securities other than a provision in Securities of any series,
or any Tranche thereof, or in the Board Resolution or Officer’s Certificate that establishes the terms of such Securities
or Tranche, that specifically states that such provision shall apply in lieu of this Section) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, Repayment
Date, or at the Stated Maturity, provided that no interest shall accrue with respect to such payment for the period from
and after such Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be.


 






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Section 114. Rules
by Trustee and Agents.


 


The Trustee may make reasonable rules for action by or at a meeting of Holders of one or more series.
The Paying Agent or Security Registrar may make reasonable rules and set reasonable requirements for its functions.


 


Section 115. No
Recourse Against Others.


 


No past, present or future director, officer, stockholder or employee, as such, of the Company or
any successor corporation shall have any liability for any obligation of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security
waives and releases all such liability. The waiver and release are part of the consideration for the execution of this Indenture
and the issue of the Securities.


 


ARTICLE II


 


SECURITY FORMS


 


Section 201. Forms
Generally.


 


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


 


If required or appropriate
under applicable law, Unregistered Securities and their coupons must have the following statement on their face: “Any United
States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. If required or appropriate under applicable law, Unregistered
Securities and their coupons must have the following statement on their face: “By accepting this obligation, the Holder represents
and warrants that it is not a U.S. Person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue
Code and the regulations thereunder) and that it is not acting for or on behalf of a U.S. Person (other than an exempt recipient
described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).”


 


The definitive Securities
shall be produced in such manner or combination of manners, all as determined by the officers executing such Securities, as evidenced
by their execution of such Securities.


 






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


 


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


 


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


 


	 	[              ]
	 	as Trustee
	 	 
	 	By 	          
	 	Authorized Officer


 


ARTICLE III


 


THE SECURITIES


 


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


 


The Securities may
be issued in one or more series. There may be Registered Securities and Unregistered Securities within a series. Registered and
Unregistered Securities may be in temporary or permanent global form. Unregistered Securities may be issued with or without coupons
attached. Unregistered Securities may be subject to such restrictions, and contain such legends, as may be required by United States
laws and regulations. Subject to the last paragraph of this Section, there shall be established in or pursuant to a Board Resolution,
and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,


 


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


 


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


 


(3) the price
or prices (expressed as a percentage of the principal amount thereof) at which the securities will be issued and the date or dates
on which the principal (and premium, if any) of the Securities of the series, or any Tranche thereof, is payable;


 


(4) the date
or dates on which the principal of the Securities of such series, or any Tranche thereof, is payable or any formula or other method
or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside
of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension);


 






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(5) the rate
or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates
at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or
any formula or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact
or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest
Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities
on any Interest Payment Date; the right of the Company, if any, to extend the interest payment periods and the duration of any
such extension as contemplated by Section 312; and the basis of computation of interest, if other than as provided in Section
310;


 


(6) the place
or places where the principal of (and premium, if any) and interest, if any, on Securities of the series, or any Tranche thereof,
shall be payable, any Registered Securities of the series, or any Tranche thereof, may be surrendered for registration of transfer,
Securities of the series, or any Tranche thereof, may be surrendered for exchange, and where notices and demands to or upon the
Company in respect of the Securities of the series, or any Tranche thereof, and this Indenture may be served and notices to Holders
pursuant to Section 106 will be published; the Security Registrar and any Paying Agent or Agents for such series or Tranche;
and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof;


 


(7) if applicable,
the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series,
or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company;


 


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


 


(9) the obligation,
if any, of the Company to offer to repay or repurchase Securities of the series, or any Tranche thereof, in circumstances described
therein, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities
of the series, or any Tranche thereof, shall be repaid or repurchased, in whole or in part, at the option of the Holders;


 


(10) the
terms, if any, on which the Securities of such series will be subordinate in right and priority of payment to other debt of the
Company;


 






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(11) the
right, if any, of the Company to execute and deliver to the Trustee, and to direct the Trustee to authenticate and deliver in accordance
with a Company Order, a Security of any series, or any Tranche thereof, in lieu of or in exchange for any Securities of such series,
or any Tranche thereof, cancelled upon redemption or repayment;


 


(12) the
denominations in which any Registered Securities of the series, or any Tranche thereof, shall be issuable, if other than denominations
of $1,000 and any integral multiple thereof, and the denomination or denominations in which any Unregistered Securities of the
series, or any Tranche thereof, shall be issuable, if other than the denomination of $5,000;


 


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


 


(14) whether
Securities of the series are to be issuable as Registered Securities, Unregistered Securities, or both, whether Securities of the
series are to be issuable with or without coupons, whether any Securities of the series are to be issuable initially in temporary
global form (and, if so, the identity of the depositary for such Securities) and the circumstances under which such Securities
in temporary global form may be exchanged for definitive Securities, and whether any Securities of the series are to be issuable
in permanent global form (and, if so, the identity of the depositary for such Securities) with or without coupons and, if so, whether
beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series
and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other
than in the manner provided in Section 311;


 


(15) whether
and under what circumstances the Company will pay additional amounts on the Securities of that series held by a person who is not
a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Company will have the option
to redeem such Securities rather than pay such additional amounts;


 


(16) the
currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest,
if any, on the Securities of the series, or any Tranche thereof, shall be payable (if other than the currency of the United States
of America) and the formula or other method or other means by which the equivalent of any such amount in Dollars is to be determined
for any purpose, including for the purpose of determining the principal amount of such Securities deemed to be Outstanding at any
time;


 


(17) if the
principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable,
at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to
be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;


 






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(18) if the
principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable,
or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of
such securities or other property, or the formula or other method or other means by which such amount shall be determined, and
the period or periods within which, and the terms and conditions upon which, any such election may be made;


 


(19) if the
amount of payments of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference
to an index or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined
to the extent not established pursuant to paragraph (5) of this Section;


 


(20) the
form or forms of the Securities, including such legends as may be required by United States laws or regulations, the form of any
coupons or temporary Global Security, if any, which may be issued and the forms of any certificates which may be required hereunder
or under United States laws or regulations in connection with the offering, sale, delivery or exchange of Unregistered Securities,
if any;


 


(21) the
Person to whom any interest on any Registered Security of the series, or any Tranche thereof, shall be payable, if other than the
Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest, and the
manner in which, or the Person to whom, any interest on any Unregistered Security of the series, or any Tranche thereof, shall
be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest payable on a temporary or permanent Global Security on an interest payment
date will be paid;


 


(22) any
Events of Default, in addition to those specified in Section 501, with respect to the Securities of such series, and any
covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to
those set forth in Article X;


 


(23) the
terms, if any, pursuant to which the Securities of such series, or any Tranche thereof, may be converted into or exchanged for
shares of capital stock or other securities of the Company or any other Person;


 


(24) the
obligations or instruments, if any, that shall be considered to be Eligible Obligations in respect of the Securities of such series,
or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any additional or alternative
provisions for the reinstatement of the Company’s indebtedness in respect of such Securities after the satisfaction and discharge
thereof as provided in Section 401;


 


(25) any
exceptions to Section 113, or variation in the definition of Business Day, with respect to the Securities of such series,
or any Tranche thereof;


 


(26) any
collateral security, assurance or guarantee for the Securities of such series;


 






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(27) the
non-applicability of Section 608 to the Securities of such series or any exceptions or modifications of Section 608
with respect to the Securities of such series;


 


(28) any
rights or duties of another Person to assume the obligations of the Company with respect to the Securities of such series (whether
as joint obligor, primary obligor, secondary obligor or substitute obligor) and any rights or duties to discharge and release any
obligor with respect to the Securities of such series or this Indenture to the extent related to such series;


 


(29) if a
service charge will be made for the registration of transfer or exchange of Securities of such series, or any Tranche thereof,
the amount or terms thereof; and


 


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


 


All Securities of any
one series and the coupons appertaining to any Unregistered Securities of such series shall be substantially identical except in
the case of Registered Securities as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution
and set forth in such Officer’s Certificate or in any such indenture supplemental hereto and as reasonably acceptable to
the Trustee. Securities of different series may differ in any respect.


 


If the terms and form
or forms of any series of Securities are established by or pursuant to a Board Resolution, the Company shall deliver a copy of
such Board Resolution to the Trustee at or prior to the issuance of such series with (1) the form or forms of Security that have
been approved attached thereto, or (2) if such Board Resolution authorizes a specific officer or officers to approve the terms
and form or forms of the Securities, a certificate of such officer or officers approving the terms and form or forms of Security
with such form or forms of Securities attached thereto. Such Board Resolution or certificate may provide general terms or parameters
for Securities of any series and may provide that the specific terms of particular Securities of a series may be determined in
accordance with or pursuant to the Company Order referred to in Section 303 hereof.


  


With respect to Securities
of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution that establishes such series,
or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series,
or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents
in accordance with procedures specified in a Company Order as contemplated by the third paragraph of Section 303.


 


Unless otherwise specified
with respect to a series of Securities pursuant to paragraph (2) of this Section, any limit upon the aggregate principal amount
of a series of Securities may be increased without the consent of any Holders and additional Securities of such series may be authenticated
and delivered up to the limit upon the aggregate principal amount authorized with respect to such series as so increased.


 






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Section 302. Denominations.


 


The Securities of each series shall be issuable in registered or unregistered form with or without coupons in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such provisions with respect to the Securities
of any series, the Registered Securities of such series shall be issuable in denominations of $1,000 and any integral multiple
thereof and the Unregistered Securities of the series shall be issuable in denominations of $5,000 and any integral multiple thereof.


 


Section 303. Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the Company by its Chairman of the Board
and Chief Executive Officer, its President, its Senior Vice President, Finance, or its Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile. The coupons, if any, of Unregistered Securities shall bear the manual or facsimile signature of any
one of the officers or assistant officers referred to in the first sentence of this Section.


 


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


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities provided, however, that,
with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to
the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate
and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount established for such series, all pursuant to a Company Order or pursuant to such procedures acceptable
to the Trustee as may be specified from time to time by a Company Order, (c) the maturity date or dates, original issue date or
dates, interest rate or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant
to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing.


 


In authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating:


 


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


 



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


 


(c) that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting
creditors’ rights generally and to general equity principles.


 


Notwithstanding the
provisions of Section 301 and of the preceding paragraphs, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301
or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the time of
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.


 


If such form or terms
have been so established, the Trustee shall not be required to authenticate such Securities if the issuance 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.


 


Each Registered Security
shall be dated the date of its authentication and each Unregistered Security shall be dated the date of its original issuance.


 


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 no
coupon shall be valid until the Security to which it appertains has been so authenticated, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.


 


Notwithstanding the
foregoing, until the Company has delivered an Officer’s Certificate to the Trustee and the Security Registrar stating that,
as a result of the action described, the Company would not suffer adverse consequences under the provisions of United States law
or regulations in effect at the time of the delivery of Unregistered Securities, the Trustee or the Security Registrar will (i)
deliver Unregistered Securities only outside the United States and its possessions and (ii) release Unregistered Securities in
definitive form to the person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed
by the Company.


 






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Section 304. Temporary
Securities.


 


Pending the preparation of definitive Registered Securities of any series (including Global Securities), the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Registered Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Registered 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.
Every temporary Registered Security shall be executed by the Company and authenticated by the Trustee, and registered by the Security
Registrar, upon the same conditions, and with like effect, as a definitive Registered Security.


 


If temporary Securities
of any series are issued, the Company will cause definitive Registered Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Registered Securities of such series, the temporary Registered Securities of such series
shall be exchangeable for definitive Registered Securities of such series upon surrender of the temporary Registered 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 Registered Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of definitive Registered Securities of the same series
of authorized denominations. Until so exchanged the temporary Registered Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Registered Securities of such series.


 


Until definitive Unregistered
Securities of any series (including Global Securities) are ready for delivery, the Company may prepare and execute and the Trustee
shall authenticate one or more temporary Unregistered Securities, which may have coupons attached or which may be in the form of
one or more temporary Global Unregistered Securities of that series without coupons. The temporary Unregistered Security or Securities
of any series shall be substantially in the form approved by or pursuant to a Board Resolution and shall be delivered to one of
the Paying Agents located outside the United States and its possessions or to such other person or persons as the Company shall
direct against such certification as the Company may from time to time prescribe by or pursuant to a Board Resolution. The temporary
Unregistered Security or Securities of a series shall be executed by the Company and authenticated by the Trustee upon the same
conditions, and with like effect, as a definitive Unregistered Security of such series, except as provided herein or in the Board
Resolution or supplemental Indenture relating thereto. A temporary Unregistered Security or Securities shall be exchangeable for
definitive Unregistered Securities at the time and on the conditions, if any, specified in the temporary Security.


 


Upon any exchange of
a part of a temporary Unregistered Security of a series for definitive Unregistered Securities of such series, the temporary Unregistered
Security shall be endorsed by the Trustee or Paying Agent to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount of the definitive Unregistered Securities of such series so exchanged and endorsed.


 






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Section 305. Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of 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.


 


Except in the case
of Securities issued in the form of a Global Security, upon surrender for registration of transfer of any Registered Security of
any 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 Registered Securities
of the same series, of any authorized denominations and of a like aggregate principal amount.


 


If both Registered
and Unregistered Securities are authorized for a series of Securities and the terms of such Securities permit, (i) Unregistered
Securities may be exchanged for an equal principal amount of Registered or Unregistered Securities of the same series and date
of maturity in any authorized denominations upon delivery to the Security Registrar (or a Paying Agent (as herein defined), if
the exchange is for Unregistered Securities) of the Unregistered Security with all unmatured coupons and all matured coupons in
default appertaining thereto and if all other requirements of the Security Registrar (or such Paying Agent) and such Securities
for such exchange are met, and (ii) Registered Securities, other than Securities issued in the form of a Global Security (except
as provided in Section 311), may be exchanged for an equal principal amount of Unregistered Securities of the same series
and date of maturity in any authorized denominations (except that any coupons appertaining to such Unregistered Securities which
have matured and have been paid shall be detached) upon delivery to the Security Registrar of the Registered Securities and if
all other requirements of the Security Registrar and such Securities for such exchange are met.


 


Notwithstanding the
foregoing, the exchange of Unregistered Securities for Registered Securities or Registered Securities for Unregistered Securities
will be subject to the satisfaction of the provisions of United States law and regulations in effect at the time of such exchange,
and no exchange of Registered Securities for Unregistered Securities will be made until the Company has notified the Trustee in
an Officer’s Certificate and the Security Registrar that, as a result of such exchange, the Company would not suffer adverse
consequences under such law or regulations.


 


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.


 






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Unless otherwise provided
in a Board Resolution or an Officer’s Certificate pursuant to a Board Resolution, or in an indenture supplemental hereto,
with respect to Securities of any series, or any Tranche thereof, no service charge shall be made to the Holder 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 Section 304, 906 or 1106 not involving any transfer.


 


The Company shall not
be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1103 and ending at the close of business on the day of such mailing, or (ii) 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. Unregistered Securities or any coupons appertaining thereto shall be transferable by delivery thereof.


 


Section 306. Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security or a Security with a mutilated coupon or coupons appertaining
to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a replacement Registered Security, if such surrendered security was a Registered Security, or a replacement Unregistered Security
with coupons corresponding to the coupons appertaining to the surrendered Security, if such surrendered Security was an Unregistered
Security, of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or any coupon
or coupons appertaining thereto, and (ii) such bond, security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Security or
any coupon or coupons appertaining thereto has been acquired by a bona fide purchaser, the Company shall execute and upon its request
the Trustee shall authenticate and deliver, a replacement Registered Security, if such Holder’s claim pertains to a Registered
Security, or a replacement Unregistered Security with coupons corresponding to the coupons appertaining to the destroyed, lost
or stolen Unregistered Security or the Unregistered Security to which such destroyed, lost or stolen coupon or coupons appertains,
if such Holder’s claim pertains to an Unregistered Security, of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Security or any coupon or coupons appertaining thereto has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay such Security or any coupon or coupons appertaining thereto.


 


Upon the issuance of
any new Security under this Section or any coupon or coupons appertaining thereto, 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.


 






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Every new Security
or any coupon or coupons appertaining thereto of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or any coupon or coupons appertaining thereto shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security or any coupon or coupons appertaining thereto is 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
or any coupon or coupons appertaining thereto of that series duly issued hereunder.


 


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


 


Section 307. Payment
of Interest; Interest Rights Preserved.


 


Unless otherwise provided as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, interest on any Registered Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Registered Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. In case an
Unregistered Security of any series is surrendered in exchange for a Registered Security of such series after the close of business
(at an office or agency of the Company in a Place of Payment for such series) on any Regular Record Date and before the opening
of business (at such office or agency) on the next succeeding Interest Payment Date, such Unregistered Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect
of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such coupon
when due in accordance with provisions of this Indenture.


 






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


 


(1) The Company
may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such
series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2). In case an Unregistered Security of any series is surrendered at the office or agency of the Company in a
Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office
or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Unregistered Security shall be surrendered without the coupon relating to such proposed date
of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued
in exchange for such Unregistered Security, but will be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.


 


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


 


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


 


Subject to the limitations
set forth in Section 1002, the Holder of any coupon appertaining to an Unregistered Security shall be entitled to receive
the interest payable on such coupon upon presentation and surrender of such coupon on or after the Interest Payment Date of such
coupon at an office or agency maintained for such purpose pursuant to Section 1002.


 


Section 308. Persons
Deemed Owners.


 


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


 






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Ownership of Registered
Securities of a series shall be proved by the computerized book-entry system of the Depository in the case of Registered Securities
issued in the form of a Global Security. Ownership of Unregistered Securities may be proved by the production of such Unregistered
Securities or by a certificate or affidavit executed by the person holding such Unregistered Securities or by a depository with
whom such Unregistered Securities were deposited, if the certificate or affidavit is satisfactory to the Trustee and the Company.
The Company, the Trustee and any agent of the Company may treat the bearer of any Unregistered Security or coupon and the person
in whose name a Registered Security is registered as the absolute owner thereof for all purposes.


 


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


 


Section 309. Cancellation. 


 


Except
as otherwise specified as contemplated by Section 301 for Securities of any series, all Securities and coupons
surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not theretofore cancelled,
shall be promptly cancelled by it. Except as otherwise specified as contemplated by Section 301 for Securities of any
series, the Company may at any time deliver to the Trustee for cancellation any Securities or coupons previously
authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever or that the Company has not
issued and sold, and all Securities or coupons so delivered shall be promptly cancelled by the Trustee. No Securities shall
be authenticated in lieu of or in exchange for any Securities or coupons cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities or coupons held by the Trustee shall be destroyed and the
Trustee shall furnish an affidavit to the Company (setting forth the serial numbers of such Securities) attesting to such
destruction unless by a Company Order the Company shall direct that the cancelled Securities or coupons be returned to
it.


 


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 year of twelve 30-day
months.


 






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Section 311. Global
Securities; Exchanges; Registration and Registration of Transfer.


 


If specified as contemplated by Section 301, the
Securities may be issued in the form of one or more Global Securities, which shall be deposited with the Depository, and,
unless otherwise specified in the form of Global Security adopted pursuant to Section 301, be registered in the name
of the Depository’s nominee.


 


Except as otherwise
specified as contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided in this paragraph.
If the beneficial owners of interests in a permanent Global Security are entitled to exchange such interests for Securities of
such series of like tenor and principal amount of another authorized form, as specified as contemplated by Section 301,
then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in aggregate principal amount equal to the principal
amount of such permanent Global Security, executed by the Company. On or after the earliest date on which such interests may be
so exchanged, such permanent Global Security shall be surrendered from time to time in accordance with instructions given to the
Trustee and the Depository (which instructions shall be in writing but need not comply with Section 102 or be accompanied
by an Opinion of Counsel) by the Depository or such other depository as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities
of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent
Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and
of like tenor as the portion of such permanent Global Security to be exchanged which, unless the Securities of the series are not
issuable both as Unregistered Securities and as Registered Securities, as specified as contemplated by Section 301, shall
be in the form of Unregistered Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that no such exchanges may occur during the periods specified by Section 305;
and provided, further, that no Unregistered Security delivered in exchange for a portion of a permanent Global Security
shall be mailed or otherwise delivered to any location in the United States unless the Company has complied with the fourth paragraph
of Section 305. Promptly following any such exchange in part, such permanent Global Security shall be returned by the Trustee,
to the Depository or such other depository referred to above, in accordance with the instructions of the Company referred to above.


 


The Global Security
may be transferred to another nominee of the Depository, or to a successor Depository selected by the Company, and upon surrender
for registration of transfer of the Global Security to the Trustee, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee, a new Global Security in the same aggregate principal amount. If at any
time the Depository notifies the Company that it is unwilling or unable to continue as Depository and a successor Depository satisfactory
to the Company is not appointed within 90 days after the Company receives such notice, the Company will execute, and the Trustee
will authenticate and deliver, Securities in definitive form to the Depository in exchange for the Global Security. In addition,
if at any time the Company determines that it is not in the best interest of the Company or the beneficial owners of Securities
to continue to have a Global Security representing all of the Securities held by a Depository, the Company may, at its option,
execute, and the Trustee will authenticate and deliver, Securities in definitive form to the Depository in exchange for all or
a portion of the Global Security. Promptly after any such exchange of Securities in definitive form for all or a portion of the
Global Security pursuant to this paragraph, the Company shall promulgate regulations governing registration of transfers and exchanges
of Securities in definitive form, which regulations shall be reasonably satisfactory to the Trustee and shall thereafter bind every
Holder of such Securities.


 






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Section 312. Extension
of Interest Payment.


 


The Company shall have the right at any time, so long as the Company is not in default in the payment
of interest on the Securities of any series hereunder, to extend interest payment periods on all Securities of one or more series,
if so specified as contemplated by Section 301 with respect to such Securities and upon such terms as may be specified
as contemplated by Section 301 with respect to such Securities. If the Company ever so extends any such interest payment
period, the Company shall promptly notify the Trustee.


 


ARTICLE IV


 


SATISFACTION
AND DISCHARGE


 


Section 401. Satisfaction
and Discharge of Indenture.


 


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


 


(1) either


 


(A) all Securities
theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities that are deemed paid and discharged pursuant to Section
403) 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 pursuant to Article XI hereof 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, or


 


(iv) are deemed
paid and discharged pursuant to Section 403, as applicable,


 






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and the Company,
in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose an amount of (a) money, or (b) (I) Eligible Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide on or before the Stated Maturity or Redemption Date, as the case may
be, money in an amount, or (II) a combination of money or Eligible Obligations as provided in clause (I) above, in each case sufficient,
in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case
of Securities that 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; and


 


(3) the Company
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been met.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money or Eligible Obligations have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section or if money or Eligible Obligations shall have been deposited
with or received by the Trustee pursuant to Section 403, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive.


 


(b) Upon satisfaction
and discharge of this Indenture as provided in this Section 401, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 607, any and all money, securities and other property then held by the
Trustee for the benefit of the Holders of the Securities other than money and Eligible Obligations held by the Trustee pursuant
to Section 402.


 


Section 402. Application
of Trust Money. 


 


(a) Neither the Eligible Obligations nor the money deposited with the Trustee
pursuant to Section 403(e), nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn
or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest,
if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however,
to the provisions of Section 1003; provided, however, that, so long as there shall not have occurred and be continuing
an Event of Default, any cash received from such principal or interest payments on such Eligible Obligations deposited with the
Trustee, if not then needed for such purpose, shall, to the extent practicable, be invested in Eligible Obligations of the type
described in Section 403(e)(2)(A) maturing at such times and in such amounts as shall be sufficient to pay when due the
principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior
to the Maturity thereof, and interest earned from such reinvestment shall be paid over to the Company as received by the Trustee,
free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 607; and provided,
further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held by the Trustee
in accordance with this Section on the Maturity of all such Securities in excess of the amount required to pay the principal of
and premium, if any, and interest, if any, then due on such Securities shall be paid over to the Company free and clear of any
trust, lien or pledge under this Indenture except the lien provided by Section 607.


 






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(b) The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Eligible Obligations deposited
pursuant to Section 401, 403 or 1007 or the interest and principal received in respect of such obligations
other than any payable by or on behalf of Holders.


 


Section 403. Satisfaction,
Discharge and Defeasance of Securities of Any Series.


 


The Company shall be deemed to have paid and discharged the entire indebtedness
on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after
the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding
Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense
of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:


 


(a) the rights
of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment
of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the
Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal
or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and
(ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the Securities of such series;


 


(b) the obligations
of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002,
1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof,
Sections 1104 and 1106; and


 


(c) the Company’s
obligations with respect to the Trustee under Section 607;


 


provided that,
the following conditions shall have been satisfied:


 


(d) the Company
has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds
in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series,
(i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof
in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph
(e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the
principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities
on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably
designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities
of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the
Securities of such series;


 






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


 


(f) such
provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities
exchange to be delisted as a result thereof;


 


(g) no Event
of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series
has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;


 


(h) the Company
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation
occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred;


 


(i) the Company
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for relating to the defeasance contemplated by this Section have been complied with; and


 


(j) if the
Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium,
if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e)
hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the
date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company
Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more
than 60 days prior to such Redemption Date in accordance with Section 1104.


 


ARTICLE V


 


REMEDIES


 


Section 501. Events
of Default.


 


“Event
of Default”, wherever used herein with respect to Securities of any series, means any one of the following events:


 


(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; provided, however, that a valid extension of the interest payment period by the Company as contemplated
in Section 312 shall not constitute a failure to pay interest for this purpose; or


 




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


 


(5) the entry
by a court having 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 federal 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 federal 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 60 consecutive days; or


 






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(6) the commencement
by the Company of a voluntary case or proceeding under any applicable federal 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 federal 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
federal 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 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; or


 


(7) any other
Event of Default provided with respect to Securities of such series as contemplated by Sections 301 and 901(3).


 


Section 502. Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to any series or Tranche of Senior Securities at the time Outstanding occurs and is continuing, then, unless the principal
of and interest on such series or Tranche of Senior Securities has already become due and payable, either the Trustee or the Holders
of a majority in aggregate principal amount of such series or Tranche of Senior Securities then outstanding, by notice in writing
to the Company (and to the Trustee if given by such Holders), may declare the principal of and interest on all the Senior Securities
of such series or Tranche (or if any of the Senior Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount of such Securities as may be specified in the terms thereof) to be due and payable immediately
and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Senior Securities
of such series or Tranche contained to the contrary notwithstanding; provided, however, that if an Event of Default
has occurred and is continuing with respect to more than one series or Tranche of Senior Securities, the Trustee or the Holders
of a majority in aggregate principal amount of the Outstanding Senior Securities (or if any of the Senior Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all such series or Tranches (voting as one class) may make such declaration of acceleration, and not the
Holders of the Senior Securities of any one of such series or Tranches.


 


If an Event of Default
with respect to any series or Tranche of Subordinated Securities at the time Outstanding occurs and is continuing, then, unless
the principal of and interest on such series or Tranche of Subordinated Securities has already become due and payable, either the
Trustee or the Holders of a majority in aggregate principal amount of the Subordinated Securities of such series or Tranche then
outstanding, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and
interest on all the Subordinated Securities of such series or Tranche (or if any of the Subordinated Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms
thereof) to be due and payable immediately and upon any such declaration the same shall become immediately due and payable, anything
in this Indenture or in the Subordinated Securities of such series contained to the contrary notwithstanding; provided,
however, that if an Event of Default has occurred and is continuing with respect to more than one series or Tranche of Subordinated
Securities, the Trustee or the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities (or
if any of the Subordinated Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) of all such series or Tranche (voting as one class) may make
such declaration of acceleration, and not the Holders of the Subordinated Securities of any one of such series or Tranches.


 




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In the case of any
declaration of acceleration of the Stated Maturity of any Original Issue Discount Securities or Indexed Securities of a series,
the Company shall furnish the Trustee with an Officer’s Certificate stating the amount of principal to be paid to a Holder
of $1,000 principal amount of such Securities.


 


At any time after such
a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving
rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and annulled, if


 


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


 


(A) all overdue
interest on all Securities of any such series,


 


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


 


(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 amounts
due to the Trustee under Section 607;


 


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
that 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 Event of Default or impair any right consequent thereon.


 


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


 


If an Event of Default
described in clause (1) or (2) of Section 501 has occurred and is continuing, the Company shall, upon demand of the Trustee,
pay to it, for the benefit of the Holders of the Securities of the series with respect to which such Event of Default has occurred,
the whole amount then due and payable on such Securities for principal (and premium, if any) and interest, if any, and, to the
extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) 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 any amounts due to the Trustee under Section 607.


 


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


 



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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 deems most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section
504. Trustee May File Proofs of Claim.


 


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


 


(i)
to file and prove a claim for the whole amount of principal (and premium, if any) and interest, if any, owing and unpaid in respect
of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due to the Trustee under Section 607 and of the Holders allowed in such judicial
proceeding, and


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it under Section 607.


 


Nothing
herein contained 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.


 






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


 


All
rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the amounts due to the Trustee under Section 607, be for the ratable benefit
of the Holders of the Securities and coupons in respect of which such judgment has been recovered.


 


Section
506. Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by
the Trustee, and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any,
upon presentation of the Securities in respect of which or for the benefit of which such money shall have been collected 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 under Section 607;


 


SECOND:
To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, 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 premium, if any) and interest, if any, respectively;
and


 


THIRD:
The balance, if any, to the Company.


 


The
Trustee may fix a record date (with respect to Registered Securities) and payment date for any such payment to Holders of Securities.


 


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 a majority in aggregate principal amount of the Outstanding Securities of all series of Senior Securities
in respect of which an Event of Default has occurred and is continuing, considered as one class, 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 if such holder
is a Holder of Senior Securities or the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
of all series of Subordinated Securities in respect of which an Event of Default has occurred and is continuing, considered as
one class, 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 if such Holder is a Holder of Subordinated Securities;


 






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


 


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


 


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


 


it
being understood and intended that (subject to Section 508) 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.


 


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


 


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


 


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 such Holder shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such
Holder shall continue as though no such proceeding had been instituted.


 






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Section
510. Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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.


 


If
an Event of Default shall have occurred and be continuing in respect of a series of Securities, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such 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 or Tranche; provided, however, that if an Event of Default has occurred and is continuing
with respect to more than one series of Senior Securities, the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all such series, considered as one class, shall have the right to make such direction, an not the Holders of the
Senior Securities of any one of such series, and if an Event of Default has occurred and is continuing with respect to more than
one series of Subordinated Securities, the Holders of a majority in aggregate principal amount of all such series, considered
as one class, shall have the right to make such direction, and not the Holders of the Subordinated Securities of any one of such
series; provided, further that


 


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


 


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


 


Section
513. Waiver of Past Defaults.


 


The
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences;
provided that if any such past default has occurred with respect to more than one series of Senior Securities, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, may make
such waiver, and not the Holders of any one of such series; provided further that if any such past default has occurred
with respect to more than one series of Subordinated Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, may make such waiver, and not the Holders of any one of such
series, in each case except a default


 


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


 






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(2)
in respect of a covenant or provision hereof that under Section 902 cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.


 


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


 


Section
514. Undertaking for Costs.


 


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


 


Section
515. Waiver of Stay or Extension Laws.


 


The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter
in force, 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.


 






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ARTICLE
VI


 


THE TRUSTEE


 


Section
601. Certain Duties and Responsibilities.


 


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


 


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


 


(2)
in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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.


 


(b)
If an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise, with
respect to Securities of such series, 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 man would exercise or use under the circumstances in the conduct of his own affairs.


 


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


 


(1)
this subsection shall not be construed to limit the effect of sub-section (a) of this Section;


 


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


 


(3)
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 aggregate principal amount of the Outstanding Securities of any one or more series,
as provided herein, 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


 






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


 


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


 


Section
602. Notice of Defaults.


 


Within
90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit
by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 704(3) (and, if Unregistered
Securities of that series are outstanding, shall cause to be published at least once in an Authorized Newspaper in The City of
New York and, if Securities of that series are listed on any stock exchange outside of the United States, in the city in which
such stock exchange is located) notice of such default hereunder known to the Trustee, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that
in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 75 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event that 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 and to the applicable provisions of the Trust Indenture Act:


 


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


 


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


 






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(c)
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officer’s Certificate or a certificate of an officer or officers delivered
pursuant to Section 301 and such Officer’s Certificate or certificate of an officer or officers, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted
by it under the provisions of this Indenture upon the faith thereof;


 


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


 


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


 


(f)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, 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 (subject
to applicable legal requirements) be entitled to examine, during normal business hours, the books, records and premises of the
Company, personally or by agent or attorney; and


 


(g)
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; no Depository or Paying Agent shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any of them.


 


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


 


The
recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities of any series or any coupons.
The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the
proceeds thereof. The Trustee shall not be responsible for and makes no representations as to the Company’s ability or authority
to issue the Unregistered Securities or the lawfulness thereof.


 






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Section
605. May Hold Securities.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Trustee,
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 or by any Paying Agent (other than the Company if the Company shall act as Paying Agent) in trust hereunder
need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be
liable for interest on any money received by it hereunder except as expressly provided herein or otherwise agreed with the Company.


 


Section
607. Compensation and Reimbursement.


 


The
Company agrees


 


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


 


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


 


(3)
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense reasonably incurred without negligence,
wilful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder or performance of its duties hereunder, including the costs and expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of its powers or duties hereunder.


 


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


 






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Section
608. Disqualification; Conflicting Interests.


 


If
the Trustee has or acquires any conflicting interest within the meaning of the Trust Indenture Act with respect to the Securities
of any series, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the
Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the equally ranked
and unsecured Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee
in respect of the equally ranked and unsecured Securities of any other series under this Indenture or any securities issued under
the Indenture dated as of [ ] between the Company and the Trustee [specifically describe other outstanding indentures with
the Trustee].


 


Section
609. Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder that shall be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia (or such other Person as may be permitted to act as Trustee by
the Commission), authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state authority and qualified and eligible under this Article,
provided that, neither the Company nor any Affiliate of the Company may serve as Trustee of any Securities. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee ceases to be
eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


Section
610. Resignation and Removal; Appointment of Successor.


 


(a)
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 


(b)
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 611 has not been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)
The Company may at any time by a Board Resolution remove the Trustee with respect to the Securities of any or all series.


 


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


 






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(e)
If at any time:


 


(1)
the Trustee fails to comply with Section 608 with respect to the Securities of any series, after written request therefor
by the Company or by any Holder who has been a bona fide Holder of a Security of such series for at least six months, or


 


(2)
the Trustee ceases to be eligible under Section 609 and fails to resign after written request therefor by the Company or
by any such Holder, or


 


(3)
the Trustee becomes incapable of acting or becomes adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
is appointed or any public officer takes 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, 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.


 


(f)
If the Trustee resigns, is removed or becomes 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, 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 is appointed by Act of the Holders of a majority in aggregate 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 has 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, subject to Section 514, 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.


 


(g)
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series
and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event
by first-class mail, postage prepaid, to all Holders of Securities of such series entitled to receive reports pursuant to Section
704(3) and, if any Unregistered Securities are outstanding, by publishing notice of such event once in an Authorized Newspaper
in The City of New York and, if any Unregistered Securities are listed on any stock exchange outside of the United States, in
the city in which such stock exchange is located. 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.


 






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(h)
All provisions of this Section except subparagraph (d) and Section 611(b) (except for the last clause, after omitting the
words “after deducting all amounts owed to the retiring Trustee pursuant to Section 607,” which shall apply)
shall apply also to any Paying Agent located outside the United States and its possessions.


 


Section
611. Acceptance of Appointment by Successor.


 


(a)
In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder,
subject nevertheless to its lien provided for in Section 607.


 


(b)
In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust
and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request
of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee,
after deducting all amounts owed to the retiring Trustee pursuant to Section 607, 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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(c)
Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.


 


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


 


Section
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.
In case any Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate
and deliver such Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.


 


Section
613. Preferential Collection of Claims Against Company.


 


The
Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee
who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.


 


Section
614. Appointment of Authenticating Agent.


 


At
any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents (which may include
any Person that owns, directly or indirectly, all of the capital stock of the Trustee or a corporation that is a wholly-owned
subsidiary of the Trustee or of such other Person) with respect to one or more series of Securities, or any Tranche thereof, that
shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche issued upon original
issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. The Trustee shall mail written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series or Tranche with respect to which such Authenticating Agent will serve, and which are entitled
to receive reports pursuant to Section 704(3) and, if any Unregistered Securities are outstanding, by publishing notice
of such event once in an Authorized Newspaper in The City of New York and, if any Unregistered Securities are listed on any stock
exchange outside of the United States, in the city in which such stock exchange is located. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $1,000,000 and subject to supervision or examination by 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, 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 ceases to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.


 






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


 


An
Authenticating Agent may resign with respect to one or more series of Securities 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 with respect to
one or more series of Securities 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 ceases to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that is acceptable
to the Company and shall provide notice of such appointment to all Holders of Securities of the series or Tranche with respect
to which such Authenticating Agent will serve, as provided in paragraph (a) of this Section. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section. An Authenticating Agent appointed pursuant to this Section shall be entitled to
rely on Sections 111, 308, 604 and 605 hereunder.


 


The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.


 


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


 






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This
is one of the Securities of the series designated pursuant to and issued under the within-mentioned Indenture.


 


	 	[                                          ]
	 	As Trustee
	 	 
	 	By	                      
	 	 	As Authenticating Agent on behalf of the Trustee
	 	 
	 	By	 
	 	 	Authorized Officer of Authenticating Agent




 


Dated:______________________________


 


If
all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable
of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities
of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this
Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent (which, if so requested
by the Company, may be an Affiliate of the Company) having an office in a Place of Payment designated by the Company with respect
to such series of Securities.


 


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


 


(a)
semi-annually, not later than the 15th day after each Regular Record Date for each series of Registered Securities at the time
Outstanding or on June 30 and December 31 of each year with respect to each series of Securities for which there are no Regular
Record Dates, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or
control of the Company, or any of its Paying Agents other than the Trustee, of the names and addresses of the Holders of Registered
Securities of such series, including Holders of interests in Global Securities, as of such preceding Regular Record Date or on
June 15 or December 15, as the case may be, or, in the case of a series of non-interest bearing Securities, on a date to be determined
as contemplated pursuant to Section 301, and


 






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


 


excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar for Registered Securities
other than Global Securities.


 


Section
702. Preservation of Information; Communications to Holders.


 


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


 


(b)
If three or more Holders (herein referred to as “applicants”) apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to communicate with other Holders with respect to
their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication
that such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application,
at its election, either


 


(i)
afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 702(a),
or


 


(ii)
inform such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with Section 702(a), and as to the approximate cost of mailing to such Holders the
form of proxy or other communication, if any, specified in such application.


 


If
the Trustee elects not to afford such applicants access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information preserved at the time by the Trustee in accordance
with Section 702(a) a copy of the form of proxy or other communication that is specified in such request, with reasonable
promptness after a tender to the Trustee by the applicants of the material to be mailed and of payment, or provision for the payment,
of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and
file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interest of the Holders or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, enters an order refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, the Commission finds, after notice and opportunity for hearing, that all
the objections so sustained have been met and enters an order so declaring, the Trustee shall mail copies of such material to
all such Holders with reasonable promptness after the entry of such order and the renewal of such tender by such applicants; otherwise
the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.


 






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(c)
Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with Section 702(b), regardless of the source from
which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 702(b).


 


Section
703. Reports by Trustee.


 


(a)
Within 60 days after May 15 of each year commencing with the year 20__, the Trustee shall transmit by mail to all Holders of Registered
Securities of any series, as their names and addresses appear in the Security Register and to all other Holders who are entitled
to receive reports pursuant to Section 704(3), a brief report dated as of such May 15 with respect to any of the following
events which may have occurred within the previous 12 months (but if no such event has occurred within such period no report need
be transmitted):


 


(1)
any change to its eligibility under Section 609 and its qualifications under Section 608;


 


(2)
the creation of or any material change to a relationship specified in paragraphs (1) through (10) of Section 310(b) of
the Trust Indenture Act;


 


(3)
the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or
may claim a lien or charge, prior to that of the Securities of such series or any related coupons, on any property or funds held
or collected by it as Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances
so remaining unpaid aggregate not more than one-half of 1% of the principal amount of the Securities of such series Outstanding
on the date of such report;


 


(4)
the amount, interest rate and maturity date of all other indebtedness owing by the Company (or by any other obligor on the Securities
of such series) to the Trustee in its individual capacity, on the date of such report, with a brief description of any property
held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any manner described
in paragraphs (2), (3), (4) or (6) of Section 311(b) of the Trust Indenture Act;


 


(5)
any change to the property and funds, if any, physically in the possession of the Trustee as such on the date of such report;


 






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(6)
any additional issue of Securities which the Trustee has not previously reported; and


 


(7)
any action taken by the Trustee in the performance of its duties hereunder which it has not previously reported and which in its
opinion materially affects the Securities of such series, except action in respect of a default, notice of which has been or is
to be withheld by the Trustee in accordance with Section 602.


 


(b)
The Trustee shall transmit by mail to all Holders of Registered Securities of any series, as their names and addresses appear
in the Security Register and to all Holders who are entitled to receive reports pursuant to Section 704(3), a brief report
with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last report transmitted pursuant to subsection (a) of
this Section (or if no such report has yet been so transmitted, since the date of execution of this instrument) for the reimbursement
of which it claims or may claim a lien or charge, prior to that of the Securities of such series, on property or funds held or
collected by it as Trustee and which it has not previously reported pursuant to this subsection, except that the Trustee shall
not be required (but may elect) to report such advances if such advances remaining unpaid at any time aggregate 10% or less of
the principal amount of the Securities of such series Outstanding at such time, such report to be transmitted within 90 days after
such time.


 


(c)
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 in writing
when any Securities are listed on any stock exchange.


 


Section
704. Reports by Company.


 


The
Company shall:


 


(1)
file with the Trustee, within 45 days after the Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security
listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;


 


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


 






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(3)
transmit by mail to all Holders of Registered Securities, as their names and addresses appear in the Security Register, to such
Holders of Unregistered Securities as have, within the two years preceding such transmission, filed their names and addresses
with the Trustee for that purpose and to each Holder whose name and address is then preserved on the Trustee’s list pursuant
to the first sentence of Section 702(a), within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the Commission.


 


ARTICLE
VIII



CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


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


 


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


 


(1)
the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer
or lease the properties and assets of the Company substantially as an entirety shall be a Person organized and existing under
the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest, if any, on all the Outstanding Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or observed;


 


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


 


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


 


Section
802. Successor Corporation Substituted.


 


Upon
any consolidation or merger or any conveyance, transfer or lease of all or substantially all the properties and assets of the
Company in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the
Company herein and thereafter, in the case of a conveyance, transfer or lease of properties and assets of the Company substantially
as an entirety, such conveyance, transfer or lease shall have the effect of releasing the Person named as the “Company”
in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner
prescribed in this Article from its liability as obligor and maker on any of the Securities.


 






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ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


Section
901. Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


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


 


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


 


(3)
to add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder; 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


 


(5)
to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one
or more series or Tranches of Securities; provided, however, that any such change, elimination or addition (A) shall
neither (i) apply to any Security Outstanding on the date of such indenture supplemental hereto nor (ii) modify the rights of
the Holder of any such Security with respect to such provision in effect prior to the date of such indenture supplemental hereto
or (B) shall become effective only when no Security of such series or Tranche remains Outstanding; or


 


(6)
to secure the Securities pursuant to the requirements of any covenant on liens in respect of such series of Securities or otherwise;
or


 






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(7)
to establish for the issuance of and establish the form or terms and conditions of Securities of any series or Tranche as permitted
by Section 301, and to establish the form of any certificates required to be furnished pursuant to the terms of this Indenture
or any series of Securities; or


 


(8)
to provide for uncertificated Securities in addition to or in place of all, or any series or Tranche of, certificated Securities;
or


 


(9)
to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-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(b); or


 


(10)
to change any place or places where (a) the principal of or premium, if any, or interest, if any, on all or any series of Securities,
or any Tranche thereof, shall be payable, (b) all or any series of Securities, or any Tranche thereof, may be surrendered for
registration or transfer, (c) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (d)
notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture
may be served;


 


(11)
to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision
herein, provided such action shall not adversely affect the interests of the Holders of Securities of any series or Tranche
in any material respect; or


 


(12)
to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall
not adversely affect the interests of the Holders of any Securities of any series or Tranche Outstanding on the date of such indenture
supplemental hereto.


 


Without
limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of
this Indenture or at any time thereafter becomes amended and


 


(x)
if any such amendment requires one or more changes to any provisions hereof or the inclusion herein of any additional provisions,
or by operation of law is deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company and the Trustee
may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such changes or additional
provisions; or


 


(y)
if any such amendment permits one or more changes to, or the elimination of, any provisions hereof that, at the date hereof or
at any time thereafter, are required by the Trust Indenture Act to be contained herein (or if it is no longer required by the
TIA for the Indenture to contain one or more provisions), this Indenture shall be deemed to have been amended to effect such changes
or elimination, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental
hereto to evidence such amendment hereof; or


 






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(z)
if, by reason of any such amendment, it shall be no longer necessary for this Indenture to contain one or more provisions that,
at the date of the execution and delivery hereof, are required by the Trust Indenture Act to be contained herein, the Company
and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect the elimination
of such provisions.


 


Section
902. Supplemental Indentures With Consent of Holders.


 


(a)
Except as set forth in paragraph (c) below, with the consent of the Holders of not less than a majority in aggregate principal
amount of the Senior Securities of all series then Outstanding (considered as one class), the Company, when authorized by a resolution
of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific
terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series or Tranche or of the Coupons appertaining to such Securities or
of modifying in any manner the rights of the Holders of Securities of such series or Tranche under this Indenture; provided,
however, that if there are Senior Securities of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Senior Securities of one or more, but less than all, of such series,
then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so
directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series
have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders
of Senior Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall
be required.


 


(b)
Except as set forth in paragraph (c) below, with the consent of the Holders of not less than a majority in aggregate principal
amount of the Subordinated Securities of all series then Outstanding (considered as one class), the Company, when authorized by
a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide
that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may,
from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of each such series or of the Coupons appertaining to such Securities
or of modifying in any manner the rights of the Holders of Securities of such series or Tranche under this Indenture; provided,
however, that if there are Subordinated Securities of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Subordinated Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities
of any series have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights
of the Holders of Subordinated Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as
one class, shall be required.


 






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(c)
No such supplemental indenture or waiver shall, without the consent of the Holder of each Outstanding Security affected thereby,


 


(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 the amount of any installment of interest thereon) or any premium
payable upon the redemption thereof, or change the method of calculating the rate of interest thereon, or reduce the amount of
the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change the coin or currency (or other property) in which, any Security or any premium
or the 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, in the case of repayment at the
option of the Holders, on or after the Repayment Date), or modify any provisions of this Indenture with respect to the conversion
or exchange of the Securities into Securities of another series or into any other debt or equity securities in a manner adverse
to the Holders, or


 


(2)
reduce the percentage in principal amount of the Outstanding Securities of any series, or any Tranche thereof, 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


 


(3)
modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section
and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(9).


 


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


 






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It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder’s rights
to consent under this Section shall be deemed to be a consent of such Holder.


 


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 stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section
904. Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article
may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede
this Indenture as theretofore in effect for all purposes.


 


Section
905. Conformity With Trust Indenture Act.


 


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


 


Section
906. Reference in Securities to Supplemental Indentures.


 


Securities
of any series, or any Tranche thereof, 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 so determines, new Securities of any series, or any Tranche thereof, and any
appertaining coupons 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 or Tranche and any appertaining coupons.


 


Section
907. Revocation and Effect of Consents.


 


Until
an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date on which the Trustee
receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of Securities have consented
to the amendment or waiver. After an amendment or waiver becomes effective, it shall bind every Holder of each series of Securities
affected by such amendment or waiver.


 






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The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to
any amendment or waiver. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph,
those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled
to consent to such amendment or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders
after such record date.


 


After
an amendment or waiver becomes effective it shall bind every Holder, unless it is of the type described in any of clauses (1)
through (3) of Section 902(c). In such case, the amendment or waiver shall bind each Holder of a Security who has consented
to it and every subsequent Holder of a Security that evidences the same debt as the consenting Holder’s Security.


 


Section
908. Modification Without Supplemental Indenture.


 


If
the terms of any particular series of Securities have been established in a Board Resolution or an Officer’s Certificate
as contemplated by Section 301, and not in an indenture supplemental hereto, additions to, changes in or the elimination
of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may
be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution or Officer’s
Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth in this Indenture that
would be required to be satisfied if such additions, changes or elimination were contained in a supplemental indenture shall have
been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer’s
Certificate shall be deemed to be a “supplemental indenture” for purposes of Sections 904 and 906.


 


ARTICLE
X


 

COVENANTS


 


Section
1001. Payment of Principal, Premium and Interest.


 


Subject
to the following provisions, the Company will pay to the Trustee the amounts, in such coin or currency as is at the time legal
tender for the payment of public or private debt, in the manner, at the times and for the purposes set forth herein and in the
text of the Securities for each series, and the Company hereby authorizes and directs the Trustee from funds so paid to it to
make or cause to be made payment of the principal of and premium, if any, and interest, if any, on the Securities and coupons
of each series as set forth herein and in the text of such Securities and coupons. Unless otherwise provided in the Securities
of a series, the Trustee will arrange directly with any Paying Agents for the payment, or the Trustee will make payment, from
funds furnished by the Company, of the principal of and premium, if any, and interest, if any, on the Securities and coupons of
each series by check or draft.


 






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Unless
otherwise provided in the Securities of a series, interest, if any, on Registered Securities of a series shall be paid by check
or draft on each Interest Payment Date for such series to the Holder thereof at the close of business on the relevant record dates
specified in the Securities of such series. The Company may pay such interest by check or draft mailed to such Holder’s
address as it appears on the register for Securities of such series. Unless otherwise provided in the Securities of a series,
principal of Registered Securities shall be payable by check or draft and only against presentation and surrender of such Registered
Securities at the office of the Paying Agent, unless the Company shall have otherwise instructed the Trustee in writing.


 


Unless
otherwise provided in the Securities of a series, (i) interest, if any, on Unregistered Securities shall be paid by check or draft
and only against presentation and surrender of the coupons for such interest installments as are evidenced thereby as they mature
and (ii) original issue discount (as defined in Section 1273 of the Code), if any, on Unregistered Securities shall be paid by
check or draft and only against presentation and surrender of such Securities, in either case at the office of a Paying Agent
located outside of the United States and its possessions, unless the Company has otherwise instructed the Trustee in an Officer’s
Certificate. Unless otherwise provided in the Securities of a series, principal of and premium, if any, of Unregistered Securities
shall be paid by check or draft and only against presentation and surrender of such Securities as provided in the Securities of
a series. If at the time a payment of principal of and premium, if any, or interest, if any, or original issue discount, if any,
on an Unregistered Security or coupon becomes due and the payment of the full amount so payable at the office or offices of all
the Paying Agents outside the United States and its possessions is illegal or effectively precluded because of the imposition
of exchange controls or other similar restrictions on the payment of such amount in United States currency, then the Company may
instruct the Trustee in an Officer’s Certificate to make such payments at the office of a Paying Agent located in the United
States. The Company hereby covenants and agrees that it shall not so instruct the Trustee with respect to payment in the United
States if such payment would cause such Unregistered Security to be treated as a “registration-required obligation”
under United States law and regulations.


 


At
the election of the Company, any payments by the Company provided for in this Indenture or in any of the Securities may be made
by electronic funds transfer.


 


Section
1002. Maintenance of Office or Agency.


 


The
Company will maintain in each Place of Payment for any series of Securities, or any Tranche thereof, an office or agency where
Registered Securities, or any Tranche thereof, of that series may be surrendered for registration of transfer or exchange and
a Place of Payment where (subject to Sections 305 and 307) Securities may be presented for payment or exchange and
where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.
Unless otherwise specified pursuant to Section 301 with respect to any such series, the Company shall maintain such offices
or agencies in connection with each series in the Borough of Manhattan, The City of New York, State of New York. With respect
to any series of Securities issued in whole or in part as Unregistered Securities, the Company shall maintain one or more Paying
Agents located outside the United States and its possessions and shall maintain such Paying Agents for a period of one year after
the principal of such Unregistered Securities has become due and payable. During any period thereafter for which it is necessary
in order to conform to United States tax law or regulations, the Company will maintain a Paying Agent outside the United States
and its possessions to which the Unregistered Securities or coupons appertaining thereto may be presented for payment and will
provide the necessary funds therefor to such Paying Agent upon reasonable notice. The Security Registrar shall keep a register
with respect to each series of Securities issued in whole or in part as Registered Securities and to their transfer and exchange.
The Company may appoint one or more co-Security Registrars acceptable to the Trustee and one or more additional Paying Agents
for each series of Securities, and the Company may terminate the appointment of any co-Security Registrar or Paying Agent at any
time upon written notice. The term “Security Registrar” includes any co-Security Registrar. The term “Paying
Agent” includes any additional Paying Agent. The Company shall notify the Trustee of the name and address of any Agent not
a party to this Indenture. Subject to Section 305, if the Company fails to maintain a Security Registrar or Paying Agent,
the Trustee shall act as such. 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 fails to maintain any such required office or agency or fails 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.


 


In
the case of Original Issue Discount Securities of a series, the Company shall, prior to any Redemption Date or any Repayment Date
applicable thereto, furnish the Trustee with an Officer’s Certificate stating the amount of principal to be paid to a Holder
of $1,000 principal amount of such Securities.


 


Anything
herein to the contrary notwithstanding, any office or agency required by this Section may be maintained at any office of the Company
in which event the Company shall perform all functions to be performed at such office or agency.


 


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


 


If
the Company at any time acts as its own Paying Agent with respect to any series of Securities, or any Tranche thereof, it will,
on or before each due date of the principal of (and premium, if any) or interest, if any, on any of such Securities, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due until such sums are 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.


 






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Whenever
the Company has one or more Paying Agents for any series of Securities, it will, on or prior to (and if on, then before 11:00
a.m. (New York City time)) each due date of the principal of (and premium, if any) or interest, if any, on such Securities, deposit
with a Paying Agent a sum sufficient (in immediately available funds, if payment is made on the due date) to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act.


 


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


 


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


 


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


 


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


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which 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.


 


Any
money deposited with the Trustee or any Paying Agent, or received by the Trustee in respect of Eligible Obligations deposited
with the Trustee pursuant to Section 401, 403 or 1007, or then held by the Company, in trust for the payment
of the principal of (and premium, if any) or interest, if any, on any Security of any series and remaining unclaimed for two years
(or such shorter period for the return of such moneys to the Company under applicable abandoned property laws) after such principal
(and premium, if any) 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; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


 






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Section
1004. 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) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable
in the conduct of the business of the Company and the loss thereof is not disadvantageous in any material respect to the Holders
of Securities of any series or Tranche in any material respect.


 


Section
1005. Defeasance of Certain Obligations.


 


The
Company may omit to comply with its obligations under the covenants contained in Sections 1002, 1004 (except with respect
to maintaining its corporate existence), 1006, 1008 and Article VIII with respect to any Security or Securities
of any series or Tranche or any portion of the principal amount thereof (and in respect of any term, provision or condition set
forth in the covenants or restrictions specified for such Securities pursuant to Section 301, in any supplemental indenture,
Board Resolution or Officer’s Certificate establishing such Security), provided that the following conditions shall
have been satisfied:


 


(1)
With reference to this Section, the Company has deposited or caused to be irrevocably deposited (except as provided in Section
402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities or portions thereof, (i) money in an amount, or (ii) if Securities of such series are not subject
to repayment at the option of Holders, (A) Eligible Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause
(x) or (y) of this subparagraph (1) money in an amount, or (B) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest,
if any, on the Outstanding Securities of such series or portions thereof on the Stated Maturity of such principal or installment
of principal or premium or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to
subparagraph (7) of this Section and (y) any mandatory sinking fund payments applicable to the Securities of such series or portions
thereof on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities
or portions thereof;


 


(2)
Such deposit shall not, as specified in an Opinion of Counsel, cause the Trustee with respect to the Securities of such series
to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the
Securities of such series;


 






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(3)
Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;


 


(4)
No Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit and no Event of Default specified in Section
501(6) or (7) shall have occurred at any time from the date of such deposit to the 91st calendar day thereafter (it
being understood that this condition to defeasance may not be satisfied until such 91st calendar day after the date of deposit);


 


(5)
The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series
will not realize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations
and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been
the case if such deposit and defeasance had not occurred;


 


(6)
The Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this Section have been met; and


 


(7)
If the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and
premium, if any) and interest, if any, on the Outstanding Securities of such series or portion thereof to and including a Redemption
Date pursuant to subparagraph (1) of this Section, such Redemption Date shall be irrevocably designated by a Board Resolution
delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall
be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense
of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.


 


Section
1006. Statement by Officers as to Default.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof,
a written statement, which need not comply with Section 102, signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company stating, as to each signer thereof, that


 


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


 


(2)
to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him
and the nature and status thereof.


 






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Section
1007. Waiver of Certain Covenants.


 


(a)
The Company may omit in any particular instance to comply with any term, provision or condition set forth in (i) any additional
covenants or restrictions specified with respect to the Senior Securities of any series, or any Tranche thereof, as contemplated
by Section 301 if before the time for such compliance the Holders of not less than a majority in aggregate principal amount
(or such larger proportion as may be required in respect of waiving a past default of any such additional covenant or restriction)
of the Outstanding Securities of all series and Tranches with respect to which such covenant or restriction was so specified,
considered as one class, by Act of such Holders, either waives such compliance in such instance or generally waive compliance
with such term, provision or condition and (ii) Sections 1002, 1004, 1006 and 1008 and Article VIII if before
the time for such compliance the Holders of at least a majority in principal amount of Senior Securities Outstanding under this
Indenture by Act of such Holders, either waives such compliance in such instance or generally waive compliance with such term,
provision or condition; but, in the case of (i) or (ii) of this paragraph (a), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such waiver becomes 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.


 


(b)
The Company may omit in any particular instance to comply with any term, provision or condition set forth in (i) any additional
covenants or restrictions specified with respect to the Subordinated Securities of any series, or any Tranche thereof, as contemplated
by Section 301 if before the time for such compliance the Holders of not less than a majority in aggregate principal amount
(or such larger proportion as may be required in respect of waiving a past default of any such additional covenant or restriction)
of the Outstanding Securities of all series and Tranches with respect to which such covenant or restriction was so specified,
considered as one class, by Act of such Holders, either waives such compliance in such instance or generally waive compliance
with such term, provision or condition and (ii) Sections 1002, 1004, 1006 and 1008 and Article VIII if before
the time for such compliance the Holders of at least a majority in principal amount of Subordinated Securities Outstanding under
this Indenture by Act of such Holders, either waives such compliance in such instance or generally waive compliance with such
term, provision or condition; but, in the case of (i) or (ii) of this paragraph (b), no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and, until such waiver becomes 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.


 


Section
1008. Maintenance of Properties.


 


The
Company shall cause (or, with respect to property owned in common with others, make reasonable effort to cause) all its properties
used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and shall
cause (or, with respect to property owned in common with others, make reasonable effort to cause) to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as, in the judgment of the Company, may be necessary so that
the business carried on in connection therewith may be properly conducted; provided, however, that nothing in this Section
shall prevent the Company from discontinuing, or causing the discontinuance of, the operation and maintenance of any of its properties
if, in the judgment of the Company, such discontinuance (i) is desirable in the conduct of its business and (ii) will not adversely
affect the interests of the Holders of Securities of any series or Tranche in any material respect.


 






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ARTICLE
XI


 

REDEMPTION OF SECURITIES


 


Section
1101. Applicability of Article.


 


Securities
of any series, or any Tranche thereof, that are redeemable before their Stated Maturity (or, if the principal of the Securities
of any series is payable in installments, the Stated Maturity of the final installment of the principal thereof) shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any
series or Tranche) in accordance with this Article.


 


Section
1102. Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate. In
case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least
45 days prior to the Redemption Date fixed by the Company (unless a shorter notice is satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of such series or Tranche to be redeemed. In the case
of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company that is subject to a condition
specified in the terms of such Securities the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


 


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


 


If
less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed
shall be selected by the Trustee not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series or Tranche not previously called for redemption, by such method as is provided for any particular series, or, in
the absence of any such provision, by such method as the Trustee deems fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for Securities of that series or Tranche or any integral
multiple thereof) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized
denomination for Securities of that series or Tranche; provided, however, that if, as indicated in an Officer’s
Certificate, the Company has offered to purchase all or any principal amount of the Securities then Outstanding of any series,
or any Tranche thereof, and less than all of such Securities as to which such offer was made have been tendered to the Company
for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount of such
Securities that have not been so tendered.


 






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


 


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


 


Section
1104. Notice of Redemption.


 


Unless
otherwise specified as contemplated by Section 301 with respect to any series of Securities, notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


If
Unregistered Securities are to be redeemed, notice of redemption shall be published in an Authorized Newspaper in The City of
New York and, if such Securities to be redeemed are listed on any stock exchange outside of the United States, in the city in
which such stock exchange is located, or in such other city or cities as may be specified in the Securities, once in each of two
different calendar weeks, the first publication to be not less than 30 nor more than 90 days before the redemption date.


 


All
notices of redemption shall state:


 


(1)
the Redemption Date,


 


(2)
the Redemption Price, or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot
be determined at the time of notice is given,


 


(3)
if less than all the Outstanding Securities of any series or Tranche are to be redeemed, the identification (and, in the case
of partial redemption, the principal amounts) of the particular Securities to be redeemed, and the portion of the principal amount
of any Security to be redeemed in part and, in the case of any such Security of such series to be redeemed in part, that, on and
after the Redemption Date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal
to the remaining unpaid principal amount thereof will be issued as provided in Section 1106,


 


(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 such Securities and all unmatured coupons are to be surrendered for payment of the Redemption Price
and accrued interest, if any,


 


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


 






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(7)
the CUSIP numbers, if any, assigned to such Securities; provided however, that such notice may state that no representation
is made as to the correctness of CUSIP numbers, and the redemption of such Securities shall not be affected by any defect in or
omission of such number, and


 


(8)
such other matters as the Company shall deem desirable or appropriate.


 


Unless
otherwise specified with respect to any Securities in accordance with Section 301, with respect to any notice of redemption
of Securities at the election of the Company, unless, upon the giving of such notice, such Securities are deemed to have been
paid in accordance with Section 401, such notice may state that such redemption shall be conditional upon the receipt by
the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay
the principal of and premium, if any, and interest, if any, on such Securities and that if such money has not been so received
such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that
such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within
a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money
was not so received and such redemption was not required to be made, and the Paying Agent or Agents for the Securities otherwise
to have been redeemed shall promptly return to the Holders thereof any of such Securities that had been surrendered for payment
upon such redemption.


 


Notice
of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Security Registrar in the name
and at the expense of the Company. Notice of mandatory redemption of Securities shall be given by the Security Registrar in the
name and at the expense of the Company.


 


Section
1105. Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof 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 defaults in the payment of the Redemption Price and accrued
interest, if any) such Securities, or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security or portion thereof together with all unmatured coupons,
if any, shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date but
in the case of Unregistered Securities installments of interest due on or prior to the Redemption Date will be payable to the
bearers of the coupons for such interest by check or draft upon surrender of such coupons; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Regular 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 premium, if
any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section
1106. Securities Redeemed in Part.


 


Any
Security that 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 or her attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder, and of like tenor and in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


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, or any Tranche
thereof, except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche.


 


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


 


Section
1202. Satisfaction of Sinking Fund Payments With Securities.


 


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


 






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Section
1203. Redemption of Securities for Sinking Fund.


 


Not
less than 45 days prior to each sinking fund payment date for any series of Securities, or any Tranche thereof, the Company will
deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that
series or Tranche pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section
1202 and will also deliver to the Trustee any Securities to be so delivered. If the Company has not delivered such Officer’s
Certificate and, to the extent applicable, all such Securities, the next succeeding sinking fund payment for such series or Tranche
shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 1105 and 1106.


 


ARTICLE
XIII


 

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS


 


Section
1301. Applicability of Article.


 


Securities
of any series or Tranche that are repayable before their Stated Maturity at the option of the Holders shall be repayable in accordance
with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance
with this Article.


 


Section
1302. Notice of Repayment Date.


 


Notice
of any Repayment Date with respect to Securities of any series or Tranche thereof shall be given by the Company not less than
45 nor more than 60 days prior to such Repayment Date (or at such other times as may be specified for such repayment or repurchase
pursuant to Section 301 of this Indenture) to each Holder of Securities of such series in accordance with Section 106.


 


The
notice as to the Repayment Date shall state (unless otherwise specified for such repayment or repurchase pursuant to Section
301 of this Indenture):


 


(1)
the Repayment Date, which date shall be no earlier than 30 days and no later than 60 days from the date on which such notice is
mailed;


 






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(2)
the principal amount of the Securities required to be repaid or repurchased and the Repayment Price (or the formula pursuant to
which the Repayment Price is to be determined if the Repayment Price cannot be determined at the time the notice is given);


 


(3)
the place or places where such Securities are to be surrendered for payment of the Repayment Price, and accrued interest, if any,
and the date by which Securities must be so surrendered in order to be repaid or repurchased;


 


(4)
that any Security not tendered or accepted for payment shall continue to accrue interest;


 


(5)
that, unless the Company defaults in making such payment or the Paying Agent is prohibited from paying such money to the Holders
on that date pursuant to the terms of this Indenture, Securities accepted for payment pursuant to any such offer of repayment
or repurchase shall cease to accrue interest after the Repayment Date;


 


(6)
that Holders electing to have a Security repaid or purchased pursuant to such offer may elect to have all or any portion of such
Security purchased;


 


(7)
that Holders electing to have a Security repaid or repurchased pursuant to any such offer shall be required to surrender the Security,
with such customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer by
book-entry transfer, to the Company or the Paying Agent at the address specified in the notice at least two Business Days prior
to the Repayment Date;


 


(8)
that Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, not
later than the expiration of the offer to repay or repurchase, a telegram, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is
withdrawing its election to have such Security purchased;


 


(9)
that, in the case of a repayment or repurchase of less than all Outstanding Securities of a series or Tranche thereof, the method
of selection of Securities to be repaid or repurchased to be applied by the Trustee if the principal amount of properly tendered
Securities exceeds the principal amount of the Securities to be repaid or repurchased;


 


(10)
that Holders whose Securities are purchased only in part shall be issued new Securities of the same series or Tranche thereof
equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and


 


(11)
the CUSIP or other identification number, if any, printed on the Securities being repurchased and that no representation is made
as to the correctness or accuracy of the CUSIP or other identification number, if any, listed in such notice or printed on the
Securities.


 






    72


     


    

 


Section
1303. Securities Payable on Repayment Date.


 


The
form of option to elect repurchase or repayment having been delivered as specified in the form of Security for such series, the
Securities of such series or Tranche so to be repaid (after application of the method of selection described pursuant to clause
(9) of Section 1302, if the principal amount of properly tendered Securities exceeds the principal amount of the Securities
to be repaid or repurchased) shall, on the Repayment Date, become due and payable at the Repayment Price applicable thereto and
from and after such date (unless the Company defaults in the payment of the Repayment Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for repayment in accordance with said notice, such Security
shall be paid by the Company at the Repayment Price together with accrued interest, if any, to the Repayment Date; provided,
however, that if a Security is repaid or repurchased on or after a Record Date but on or prior to the Stated Maturity of any
installments of interest, then any accrued and unpaid interest due on such Stated Maturity shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


 


If
any Security is not paid upon surrender thereof for repayment, the principal (and premium, if any) shall, until paid, bear interest
from the Repayment Date at the rate prescribed therefor in such Security.


 


Section
1304. Securities Repaid in Part.


 


Any
Security that by its terms may be repaid in part at the option of the Holder and that is to be repaid only in part shall be surrendered
at any office or agency of the Company designated for that purpose pursuant to Section 1002 (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 or her attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of
the same series, as provided in Section 305, of any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unrepaid portion of the principal of the Security so surrendered.


 


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.


 




    73


     


    


 


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


 


	 	CBAK ENERGY TECHNOLOGY, INC.
	 	 
	[CORPORATE SEAL]	 
	 	 
	 	By	                      
	 	 
	 	Chief Executive Officer




 


Attest:


 


________________________________________


 


Secretary


 


	 	[                                  ]
	 	 
	 	By	                   




 




     


     


    


 


STATE
OF [                               ]                                           )


                                                                                  )
ss:


CITY
OF [                      ] AND COUNTY OF [                   ])


 


On
the                   day of [                       ] 20__, before me personally came _______, to me known, who, being by me duly sworn, did depose and say that he is
a director of CBAK ENERGY TECHNOLOGY, INC., one of the companies described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instruments is such corporate seal; that it was so affixed
by authority of the By-Laws of said corporation, and that he signed his name thereto by authority of the Board of Directors of
said corporation.


 


__________________________________


 




     


     


    


 


CBAK
ENERGY TECHNOLOGY, INC.


Reconciliation
and tie between Trust Indenture Act of 1939 and


Indenture,
dated as of __, 20__


 





	Trust Indenture Act Section	 	Indenture Sections
		 	 
	§ 310	(a)(1)	 	609
	 	(a)(2)	 	609
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(a)(5)	 	609
	 	(b)	 	608
	 		 	610
	§ 311	(a)	 	613(a)
	 	(b)	 	613(b)
	 	(b)(2)	 	703(a)(2)
		 	703(b)
	§ 312	(a)  	 	701
		 	702(a)
	 	(b)	 	702(b)
	 	(c)	 	702(c)
	§ 313	(a)	 	703(a)
	 	(b)	 	703(b)
	 	(c)	 	703(a), 703(b)
	 	(d)	 	703(c)
	§ 314	(a)	 	704
	 	(b)	 	Not Applicable
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	102
	§ 315	(a)	 	601(a)
	 	(b)	 	602
		 	703(a)(7)
	 	(c)	 	601(b)
	 	(d)	 	601(c)
	 	(d)(l)	 	601(a)(1)
	 	(d)(2)	 	601(c)(2)
	 	(d)(3)	 	601(c)(3)
	 	(e)	 	514
	§ 316	(a)	 	101
	 	(a)(1)(A)	 	502
		 	512
	 	(a)(1)(B)	 	513
	 	(a)(2)	 	Not Applicable
	 	(b)	 	508
	 	(c)	 	104(g)
	§ 317	(a)(l)	 	503
	 	(a)(2)	 	504
	 	(b)	 	1003
	§ 318	(a)	 	107


 





 



 


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