Exhibit 4.6





 


 










INDENTURE


 


Dated as of [____________], [____]


 


Between


 


BRIGHTVIEW HOLDINGS, INC.,


 


as Issuer


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


 


as Trustee


 


Senior Debt Securities


 




 



     


     


    




 


CERTAIN SECTIONS OF THIS INDENTURE

RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

OF THE TRUST INDENTURE ACT OF 1939


 


	Trust
    Indenture Act Section
	 	Indenture
    Section

	Section 310(a)(1)	 	Section 609
	(a)(2)	 	Section 609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	Section 608

    Section 610

	Section 311(a)	 	Section 613
	(b)	 	Section 613
	Section 312(a)

     
	 	Section 701

    Section 702

	(b)	 	Section 702
	(c)	 	Section 702
	Section 313(a)	 	Section 703
	(b)	 	Section 703
	(c)	 	Section 703
	(d)	 	Section 703
	Section 314(a)	 	Section 704
	(a)(4)	 	Section 1004
	(b)	 	Not Applicable
	(c)(1)	 	Section 102
	(c)(2)	 	Section 102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	Section 102
	Section 315(a)	 	Section 601
	(b)	 	Section 602
	(c)	 	Section 601
	(d)	 	Section 601
	(e)	 	Section 513
	Section 316(a)	 	Section 101
	(a)(1)(A)	 	Section 502

    Section 511

	(a)(1)(B)	 	Section 512
	(a)(2)	 	Not Applicable
	(b)	 	Section 508
	(c)	 	Section 104
	Section 317(a)(1)	 	Section 504
	(a)(2)	 	Section 504
	(b)	 	Section 1003
	Section 318(a)	 	Section 107


 


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


 






    i 


     


    

 


TABLE OF CONTENTS


 


Page


 


	PARTIES	1
	 	 
	RECITALS	1
	 	 



	Article I
    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	Section 101	Definitions	1
	Section 102	Compliance Certificates
    and Opinions	6
	Section 103	Form of Documents
    Delivered to Trustee	7
	Section 104	Acts of Holders; Record
    Dates	7
	Section 105	Notices, Etc., to Trustee
    and Company	8
	Section 106	Notice to Holders; Waiver	9
	Section 107	Conflict with Trust Indenture
    Act	9
	Section 108	Effect of Headings and
    Table of Contents	10
	Section 109	Successors and Assigns	10
	Section 110	Separability Clause	10
	Section 111	Benefits of Indenture	10
	Section 112	Governing Law	10
	Section 113	Legal Holidays	10
	Section 114	No Recourse Against Others	10
	Section 115	Waiver of Jury Trial	10
	Section 116	Compliance with Applicable
    Law	10
	 	 	 
	Article II
    SECURITY FORMS	11
	 	 
	Section 201	Forms Generally	11
	Section 202	Form of Legend for
    Global Securities	11
	Section 203	Form of Trustee’s
    Certificate of Authentication	11
	 	 	 
	Article III
    THE SECURITIES	12
	 	 
	Section 301	Amount Unlimited; Issuable
    in Series	12
	Section 302	Denominations	14
	Section 303	Execution, Authentication,
    Delivery and Dating	14
	Section 304	Temporary Securities	15
	Section 305	Registration, Registration
    of Transfer and Exchange	15
	Section 306	Mutilated, Destroyed, Lost
    and Stolen Securities	17
	Section 307	Payment of Interest; Interest
    Rights Preserved	17
	Section 308	Persons Deemed Owners	18
	Section 309	Cancellation	19
	Section 310	Computation of Interest	19
	Section 311	CUSIP or ISIN Numbers	19
	Section 312	Original Issue Discount	19
	Section 313	General Provisions Relating
    to Global Securities	19
	Section 314	No Gross Up	19
	 	 	 
	Article IV
    SATISFACTION AND DISCHARGE	20
	 	 
	Section 401	Satisfaction and Discharge
    of Indenture	20
	Section 402	Application of Trust Money	21




 






    ii 


     


    

 


	Article V
    REMEDIES	21
	 	 
	Section 501	Events of Default	21
	Section 502	Acceleration of Maturity;
    Rescission and Annulment	22
	Section 503	Collection of Indebtedness
    and Suits for Enforcement by Trustee	23
	Section 504	Trustee May File Proofs
    of Claim	23
	Section 505	Trustee May Enforce
    Claims Without Possession of Securities	24
	Section 506	Application of Money Collected	24
	Section 507	Limitation on Suits	24
	Section 508	Unconditional Right of
    Holders to Receive Principal, Premium and Interest and to Convert Securities	24
	Section 509	Rights and Remedies Cumulative	25
	Section 510	Delay or Omission Not Waiver	25
	Section 511	Control by Holders	25
	Section 512	Waiver of Past Defaults	25
	Section 513	Undertaking for Costs	26
	Section 514	Waiver of Usury, Stay or
    Extension Laws	26
	Section 515	Restoration of Rights and
    Remedies	26
	 	 	 
	Article VI
    THE TRUSTEE	26
	 	 	 
	Section 601	Certain Duties and Responsibilities
    of Trustee	26
	Section 602	Notice of Defaults	27
	Section 603	Certain Rights of Trustee	27
	Section 604	Not Responsible for Recitals
    or Issuance of Securities	28
	Section 605	May Hold Securities	29
	Section 606	Money Held in Trust	29
	Section 607	Compensation and Reimbursement	29
	Section 608	Conflicting Interests	29
	Section 609	Corporate Trustee Required;
    Eligibility	30
	Section 610	Resignation and Removal;
    Appointment of Successor	30
	Section 611	Acceptance of Appointment
    by Successor	31
	Section 612	Merger, Conversion, Consolidation
    or Succession to Business	32
	Section 613	Preferential Collection
    of Claims Against Company	32
	Section 614	Trustee’s Application
    for Instructions from the Company	32
	 	 	 
	Article VII
    HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY	32
	 	 
	Section 701	Company to Furnish Trustee
    Names and Addresses of Holders	32
	Section 702	Preservation of Information;
    Communications to Holders	32
	Section 703	Reports by Trustee	33
	Section 704	Reports by the Company	33
	 	 	 
	Article VIII
    CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS	33
	 	 	 
	Section 801	Company May Merge
    or Transfer Assets on Certain Terms	33
	Section 802	Successor Person Substituted	33
	 	 	 
	Article IX
    SUPPLEMENTAL INDENTURES	33
	 	 
	Section 901	Supplemental Indentures
    Without Consent of Holders	33
	Section 902	Supplemental Indentures
    With Consent of Holders	34
	Section 903	Execution of Supplemental
    Indentures	35
	Section 904	Effect of Supplemental
    Indentures	36
	Section 905	Conformity with Trust Indenture
    Act	36
	Section 906	Notice of Supplemental
    Indenture; Reference in Securities to Supplemental Indentures	36
	 	 	 
	Article X
    COVENANTS	36
	 	 	 
	Section 1001	Payment of Principal, Premium,
    if any, and Interest	36
	Section 1002	Maintenance of Office or
    Agency	36
	Section 1003	Money for Securities Payments
    to Be Held in Trust	37
	Section 1004	Statement by Officers as
    to Default	37
	Section 1005	Waiver of Certain Covenants	38
	 	 	 
	Article XI
    REDEMPTION OF SECURITIES	38
	 	 	 
	Section 1101	Applicability of Article	38
	Section 1102	Election to Redeem; Notice
    to Trustee	38



 






    iii 


     


    

 


	Section 1103	Selection by
    Trustee of Securities to Be Redeemed	38
	Section 1104	Notice of Redemption	39
	Section 1105	Deposit of Redemption Price	40
	Section 1106	Securities Payable on Redemption
    Date	40
	Section 1107	Securities Redeemed in
    Part	40
	 	 	 
	Article XII
    SINKING FUNDS	40
	 	 	 
	Section 1201	Applicability of Article	40
	Section 1202	Satisfaction of Sinking
    Fund Payments with Securities	41
	Section 1203	Redemption of Securities
    for Sinking Fund	41
	 	 	 
	Article XIII
    DEFEASANCE AND COVENANT DEFEASANCE	41
	 	 	 
	Section 1301	Company’s Option
    to Effect Defeasance or Covenant Defeasance	41
	Section 1302	Defeasance and Discharge	41
	Section 1303	Covenant Defeasance	41
	Section 1304	Conditions to Defeasance
    or Covenant Defeasance	42
	Section 1305	Deposited Money and U.S.
    Government Obligations to Be Held in Trust; Miscellaneous Provisions	43
	Section 1306	Reinstatement	43
	 	 	 
	Article XIV
    MISCELLANEOUS	43
	 	 
	Section 1501 	Submission to Jurisdiction.	43


 



    iv 


     


    





 


INDENTURE, dated as of [____________],
[____], between BrightView Holdings, Inc., a corporation duly organized and existing under the laws of Delaware (the “Company”),
and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).


 


RECITALS


 


The Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from time to time of its senior unsecured debt securities (the
 “Securities”), to be issued in one or more series as provided in this Indenture.


 


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 (as defined herein) thereof, it is mutually 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 I have the meanings assigned to them in this Article I
                                            and include the plural as well as the singular;



 


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



 


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



 


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



 


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



 


		(6)	“including”
                                            means including without limitation;



 


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



 


		(8)	unless
                                            otherwise provided, references to agreements and other instruments shall be deemed to include
                                            all amendments and other modifications to such agreements and instruments, but only to the
                                            extent such amendments and other modifications are not prohibited by the terms of this Indenture.



 






    1


    


    

 


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


 


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


 


“Applicable Law”
has the meaning specified in Section 116.


 


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


 


“Bankruptcy Law”
means Title 11, United States Code, or any similar Federal or state or foreign law for the relief of debtors.


 


“Business Day”
means, when used with respect to any Place of Payment, unless otherwise specified as contemplated by Section 301, any day,
other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies are authorized or obligated by law,
regulation or executive order to close in that Place of Payment.


 


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


 


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


 


“Company Request”
or “Company Order” means a written request or order signed by or on behalf of the Company by an Officer thereof (or
any Person designated in writing as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee.


 


“Company Resolution”
means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the board of directors of the Company and to be in full force and effect on the date of such certification 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 conducted,
which office shall initially be located at 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262, Attention: Corporate Trust Administration,
or at any other time at such other address as the Trustee may designate from time to time by notice to the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice
to the Company).


 


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


 


“Custodian”
means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


 


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


 


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


 


“Defeasance”
has the meaning specified in Section 1302.


 






    2


    


    

 


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


 


“Electronic Means”
shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services hereunder.


 


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


 


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


 


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


 


“FATCA Withholding
Tax” shall mean any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the
Internal Revenue Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code (or any regulations or
agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction
facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).


 


“GAAP”
means generally accepted accounting principles in the United States (including, if applicable, International Financial Reporting
Standards) as in effect from time to time.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 202
(or such legend as may be specified as contemplated by Section 301 for such Securities).


 


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


 


“Indenture”
means this Indenture as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.


 


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


 


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


 


“Internal Revenue
Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


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


 


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


 


“obligor”
has the meaning given to such term in the Trust Indenture Act.


 


“Officer”
means any Chairman, any Co-Chairman, any Vice Chairman, any Chief Executive Officer, any Co-Chief Executive Officer, any President, any
Co-President, any Chief Operating Officer, any Co-Chief Operating Officer, the Treasurer, any Vice President, any Assistant Treasurer,
the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Secretary or the Assistant Secretary of the Company.


 






    3


    


    

 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by an officer and delivered to the Trustee.


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given,
made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which
shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above,
of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding (except in the case where
the Securities are 100% owned by the Company or any Affiliate of the Company), except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities
which a Responsible Officer actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.


 






    4


    


    

 


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


 


“Permitted Jurisdictions”
means the laws of the United States of America or any state thereof.


 


“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity including
government or political subdivision or an agency or instrumentality thereof.


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer”
means with respect to the Trustee, any officer assigned to the Corporate Finance Group (or any successor division or unit) of the Trustee
located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture and,
for the purposes of Section 601(3)(B) and the second sentence of Section 602, shall also include any other
officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.


 


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


 


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


 


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


 


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


 


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


 


“Subsidiary”
means any subsidiary of a Person that is or would be consolidated with such Person in the preparation of segment information with respect
to the combined financial statements of such Person prepared in accordance with GAAP. For the avoidance of doubt, a Subsidiary shall
not include (a) any private equity or other investment fund or vehicle or (b) any portfolio company of any such fund or vehicle.


 






    5


    


    

 


“Substantially All
Merger” means a merger or consolidation of the Company with or into another Person that would, in one or a series of related
transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets
of the Company taken as a whole to any other Person.


 


“Substantially All
Sale” means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions,
directly or indirectly, of all or substantially all of the combined assets of the Company taken as a whole to any other Person.


 


“Successor Person”
has the meaning specified in Section 801(1).


 


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


 


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


 


“U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held
by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest
on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary
receipt.


 


Section 102     Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an 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 (except for certificates provided for in Section 1004)
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;



 






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



 


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



 


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


 


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


 


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


 


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


 


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 Person acting in a capacity other than such Person’s
individual capacity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact
and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in
any other manner which the Trustee deems sufficient.


 


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


 


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


 






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


 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 511,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


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


 


Without limiting the foregoing,
a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


 


Section 105     Notices,
Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


		(1)	the
                                            Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if
                                            made, given, furnished or filed in writing (which may be by facsimile) to or with the Trustee
                                            at its Corporate Trust Office at the location specified in Section 101; 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 the attention of the Secretary of the Company at the address
                                            of the Company’s principal office specified in writing to the Trustee by the Company
                                            and, until further notice, at 980 Jolly Road, Blue Bell, Pennsylvania 19462, telephone number:
                                            (484) 567-7204, Attention: Legal Department, with a copy to Simpson, Thacher & Bartlett
                                            LLP, fax number: (212) 455-2502, Attention: Joseph H. Kaufman.



 


The Trustee shall have the
right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to
this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate
listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures
of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted
from the listing.  If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion
elects to act upon such Instructions, the Trustee’s good faith understanding of such Instructions shall be deemed controlling. 
In the event that, in the Trustee’s opinion, an Instruction received from the Company via Electronic Means is unclear, it may seek
clarification and confirmation of such Instruction from the Company. The Company understands and agrees that the Trustee cannot determine
the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to
have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized
Officer.  The Company shall be responsible for ensuring that the Company and all Authorized Officers are solely responsible to safeguard
the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. 
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon
and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. 
The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to
the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that
the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.


 


Section 106     Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at
such Holder’s address as it appears in the Security Register, not later than the latest date, if any, and not earlier than the
earliest date, if any, prescribed for the giving of such notice. 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. 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 it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


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


 


Section 107     Conflict
with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 






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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. All agreements of the Trustee in this Indenture 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 shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 111     Benefits
of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 112     Governing
Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State of New York.


 


Section 113     Legal
Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security, or any
date on which a Holder has the right to convert such Holder’s Security, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section 113)) payment of principal and premium, if any, or interest,
or the Redemption Price or conversion of such Security, need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption
Date or Repayment Date or at the Stated Maturity, or on such conversion date. In the case, however, of Securities of a series bearing
interest at a floating rate, if any Interest Payment Date (other than the Redemption Date, Repayment Date or Stated Maturity) would otherwise
be a date that is not a Business Day, then the Interest Payment Date shall be postponed to the following date which is a Business Day,
unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately
preceding Business Day. No interest shall accrue for the period from and after any such Interest Payment Date, Redemption Date, Repayment
Date, Stated Maturity or conversion date, as the case may be, to the date of such payment.


 


Section 114     No
Recourse Against Others. A director, partner, officer, employee, member, manager or stockholder as such of the Company shall not
have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the Securities.


 


Section 115     Waiver
of Jury Trial. EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY
AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.


 


Section 116     Compliance
with Applicable Law. In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines
and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Trustee
shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable
Law (and shall timely pay the amounts so withheld or deducted to the applicable governmental authority) for which The Bank of New York
Mellon Trust Company, N.A. shall not have any liability. Each of the Company and the Trustee agrees to reasonably cooperate and, at the
reasonable request of the other, to provide the other with such information as each may have in its possession that is necessary to enable
the determination of whether any payments hereunder are subject to FATCA Withholding Tax.


 






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Article II

SECURITY FORMS


 


Section 201     Forms
Generally. The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a
Company Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s
Certificate of the Company pursuant to a Company 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 applicable
tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer
executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action
taken pursuant to a Company Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant
to a Company Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of
issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance
of the first Security of such series.


 


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


 


Section 202     Form of
Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


Section 203     Form of
Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following
form:


 


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


 


Dated:


 


The Bank of New York Mellon
Trust Company, N.A., 


as Trustee





	 	By:	 	 	 
	 	 	Authorized Signatory	 	 



 






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Article III

THE SECURITIES


 


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


 


The Securities may be issued
in one or more series. There shall be established in or pursuant to (a) a Company Resolution or pursuant to authority granted by
a Company Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s
Certificate of the Company, or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series:


 


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



 


		(2)	the
                                            limit, if any, on the aggregate principal amount of the Securities of the series which may
                                            be authenticated and delivered under this Indenture (except for Securities authenticated
                                            and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
                                            Securities of the series pursuant to Section 304, 305, 306, 906
                                            or 1106 and except for any Securities which, pursuant to Section 303,
                                            are deemed never to have been authenticated and delivered hereunder);



 


		(3)	the
                                            Person to whom any interest on a Security of the series shall be payable, if other than the
                                            Person in whose name that Security (or one or more Predecessor Securities) is registered
                                            at the close of business on the Regular Record Date for such interest;



 


		(4)	the
                                            date or dates on which the principal of any Securities of the series is payable or the method
                                            used to determine or extend those dates;



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


		(15)	if
                                            other than by a Company Resolution, the manner in which any election by the Company to defease
                                            any Securities of the series pursuant to Section 1302 or Section 1303
                                            shall be evidenced; whether any Securities of the series other than Securities denominated
                                            in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 1302
                                            or Section 1303; or, in the case of Securities denominated in U.S. dollars
                                            and bearing interest at a fixed rate, if applicable, that the Securities of the series, in
                                            whole or any specified part, shall not be defeasible pursuant to Section 1302
                                            or Section 1303 or both such Sections;



 


		(16)	if
                                            applicable, that any Securities of the series shall be issuable in whole or in part in the
                                            form of one or more Global Securities and, in such case, the respective Depositaries for
                                            such Global Securities, the form of any legend or legends which shall be borne by any such
                                            Global Security in addition to or in lieu of that set forth in Section 202 and
                                            any circumstances in addition to or in lieu of those set forth in clause (2) of the
                                            last paragraph of Section 305 in which any such Global Security may be exchanged
                                            in whole or in part for Securities registered, and any transfer of such Global Security in
                                            whole or in part may be registered, in the name or names of Persons other than the Depositary
                                            for such Global Security or a nominee thereof and any other provisions governing exchanges
                                            or transfers of such Global Security;



 


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



 


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



 


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



 






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		(20)	whether
                                            the Securities of the series will be secured by any collateral and, if so, the terms and
                                            conditions upon which such Securities shall be secured and, if applicable, upon which such
                                            liens may be subordinated to other liens securing other indebtedness of the Company;



 


		(21)	if
                                            a party other than The Bank of New York Mellon Trust Company, N.A. is to act as Trustee for
                                            the Securities of such series, the name and Corporate Trust Office of such party; and



 


		(22)	any
                                            other terms of the series (which terms shall not be inconsistent with the provisions of this
                                            Indenture, except as permitted by Section 901(11)).



 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Company
Resolution referred to above or pursuant to authority granted by one or more Company Resolutions and, subject to Section 303,
set forth, or determined in the manner provided, in the Officer’s Certificate of the Company referred to above or in any such indenture
supplemental hereto.


 


All Securities of any one
series need not be issued at one time and, unless otherwise provided in or pursuant to the Company Resolution referred to above and,
subject to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate of the Company
referred to above or pursuant to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with
respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent
of any Holder, at any time and from time to time.


 


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


 


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


 


Section 303     Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its Officers. The signature
on the Securities may be manual, electronic or facsimile.


 


Securities bearing the manual,
electronic 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. If the form or terms of the Securities of the series
have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions
as permitted by Sections 201 and 301, 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,


 


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



 






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



 


		(3)	that
                                            such Securities, when authenticated by the Trustee and issued and delivered 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 against the Company in
                                            accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent
                                            conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
                                            rights generally, (ii) general equitable principles and (iii) an implied covenant
                                            of good faith and fair dealing.



 


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


 


Notwithstanding the provisions
of Section 301 and of the preceding paragraph of this Section 303, if all Securities of a series are not to be
originally issued at one time, except in the event that the aggregate principal amount of a series of Outstanding Securities is increased
as contemplated by Section 301, it shall not be necessary to deliver the Officer’s Certificate of the Company otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 303
at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated
the date of its authentication.


 


No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee by electronic or manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.


 


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


 


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


 


Section 305     Registration,
Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(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.


 






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


 


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


 


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


 


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


 


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


 


If the Securities of any
series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) 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.


 


Neither the Trustee nor the
Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


The provisions of clauses
(1), (2), (3) and (4) of this paragraph shall apply only to Global Securities:


 


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



 


		(2)	Notwithstanding
                                            any other provision in this Indenture, and subject to such applicable provisions, if any,
                                            as may be specified as contemplated by Section 301, no Global Security may be
                                            exchanged in whole or in part for Securities registered, and no transfer of a Global Security
                                            in whole or in part may be registered, in the name of any Person other than the Depositary
                                            for such Global Security or a nominee thereof unless (A) such Depositary has notified
                                            the Company that it is unwilling or unable or no longer permitted under applicable law to
                                            continue as Depositary for such Global Security and a successor Depositary is not appointed
                                            within 90 days, (B) there shall have occurred and be continuing an Event of Default
                                            with respect to such Global Security, (C) subject to the Applicable Procedures, the
                                            Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances,
                                            if any, in addition to or in lieu of the foregoing as have been specified for this purpose
                                            as contemplated by Section 301.



 






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



 


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



 


Section 306     Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount, and bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any
new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and
the fees and expenses of the Trustee and its counsel) connected therewith.


 


Every new Security of any
series issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall
be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of such series duly issued hereunder.


 


The provisions of this Section 306
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


 


Section 307     Payment
of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.


 


Any interest on any Security
of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (the “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:


 






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		(1)	The
                                            Company may elect to make payment of any Defaulted Interest payable on Securities of a series
                                            to the Persons in whose names the 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 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 given to each Holder of Securities of such series in the manner set forth
                                            in Section 106, not less than 10 days prior to such Special Record Date. Notice
                                            of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
                                            been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the 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).



 


		(2)	The
                                            Company may make payment of any Defaulted Interest on the 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 307, each Security delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.


 


In the case of any Security
which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or made available for
payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any
Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding
the foregoing, the terms of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply
with such additions, changes or omissions as may be provided thereby, to such Security.


 


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


 






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


 


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


 


Section 311     CUSIP
or ISIN Numbers. The Company in issuing any series of the Securities may use CUSIP or ISIN numbers and/or other similar numbers,
if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with
respect to such series; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company will promptly make the Trustee aware of any changes to the CUSIP or ISIN numbers.


 


Section 312     Original
Issue Discount. If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly
at the end of each calendar year (1) a written notice specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific
information relating to such original issue discount as may then be relevant under the Internal Revenue Code.


 


Section 313     General
Provisions Relating to Global Securities. Owners of beneficial interests in the Securities evidenced by a Global Security will not
be entitled to any rights under this Indenture with respect to such Global Security, and the Depositary or its nominee may be treated
by the Company and the Trustee and any agent of the Company or the Trustee, including any Security Registrar or Paying Agent as the owner
and Holder of such Global Security for all purposes whatsoever. None of the Company, the Trustee, the Security Registrar, the Paying
Agent or any other agent of the Company or of the Trustee shall 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. None of the Company, the Trustee, the Security Registrar, the Paying Agent or
any other agent of the Company or of the Trustee shall have any responsibility or liability to any person for any acts or omissions of
the Depositary or its nominee in respect of a Global Security, for the records of any such Depositary, including records in respect of
beneficial ownership interests in respect of such Global Security, for any transactions between such Depositary and any participant or
indirect participant in such Depositary or between or among such Depositary, any participant or indirect participant in such Depositary
and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such
Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Security Registrar or the
Paying Agent or such agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary or its nominee as Holder of any Global Security.


 


Section 314     No
Gross Up. Unless otherwise provided in an applicable supplemental indenture, the Company and the Trustee shall be entitled to make
any withholding or deduction for, or on account of, any other present or future taxes, duties, assessments or governmental charges, and
the Company shall not be obligated to pay any additional amounts with respect to the Securities as a result of any such withholding or
deduction.


 






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Article IV

SATISFACTION AND DISCHARGE


 


Section 401     Satisfaction
and Discharge of Indenture. This Indenture shall, upon Company Request, cease to be of further effect with respect to any series
of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities
of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when:


 


		(1)	either



 


		(A)	all
                                            Securities of such series theretofore authenticated and delivered (other than (i) Securities
                                            which have been mutilated, destroyed, lost or stolen and which have been replaced or paid
                                            as provided in Section 306 and (ii) Securities for whose payment money has
                                            theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
                                            repaid to the Company or discharged from such trust, as provided in Section 1003) have
                                            been delivered to the Trustee for cancellation; or



 


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



 


		(i)	have
                                            become due and payable, or



 


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



 


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



 


and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
for principal and premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


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



 


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



 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall have
been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.


 






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Section 402     Application
of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant
to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the applicable series of Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose payment such money
has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and held by it or any
Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon Company
Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 401,
without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or
(2) a money market fund that invests solely in short-term United States Treasury securities (including money market funds for which
the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian
or sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered
and (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from
time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria
specified in clause (1) or (2) of this Section 402.


 


Article V

REMEDIES


 


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


 


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



 


		(2)	the
                                            Company defaults in the payment of the principal of or premium, if any, on any Security of
                                            such series when the same becomes due and payable, regardless of whether such payment became
                                            due and payable at its Stated Maturity, upon redemption, upon declaration of acceleration
                                            or otherwise;



 


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



 


		(4)	the
                                            Company defaults in the performance of, or breaches, any of its covenants and agreements
                                            in respect of any Security of such series contained in this Indenture or in the Securities
                                            of such series (other than those referred to in (1), (2) or (3) above),
                                            and such default or breach continues for a period of 90 days after the notice specified below;



 


		(5)	the
                                            Company, pursuant to or within the meaning of the Bankruptcy Law (as defined below):



 


		(A)	commences
                                            a voluntary case or proceeding;



 


		(B)	consents
                                            to the entry of an order for relief against it in an involuntary case or proceeding;



 


		(C)	consents
                                            to the appointment of a Custodian (as defined below) of it or for all or substantially all
                                            of its property;



 


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



 


		(E)	files
                                            a petition in bankruptcy or answer or consent seeking reorganization or relief;



 


		(F)	consents
                                            to the filing of such petition or the appointment of or taking possession by a Custodian;
                                            or



 


		(G)	takes
                                            any comparable action under any foreign laws relating to insolvency;



 






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



 


		(A)	is
                                            for relief against the Company in an involuntary case, or adjudicates the Company insolvent
                                            or bankrupt;



 


		(B)	appoints
                                            a Custodian of the Company or for all or substantially all of the property of the Company;
                                            or



 


		(C)	orders
                                            the winding-up or liquidation of the Company (or any similar relief is granted under any
                                            foreign laws),



 


and the order or decree remains unstayed
and in effect for 90 days; or


 


		(7)	any
                                            other Event of Default provided with respect to Securities of such series occurs.



 


A Default with respect to
Securities of any series under clause (4) of this Section 501 shall not be an Event of Default until the Trustee
(by written notice to the Company) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of
such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default
within the time specified in clause (4) after receipt of such notice. Such notice must specify the Default, demand that it
be remedied and state that such notice is a “Notice of Default.”


 


The Trustee is not to be
charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless either (i) a
Responsible Officer of the Trustee with direct responsibility for this Indenture has actual knowledge of such Default or Event of Default
or (ii) written notice of such Default or Event of Default has been given to the Trustee by the Company or any Holder.


 


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


 


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


 


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



 


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



 


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



 






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



 


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



 


		(2)	all
                                            Events of Default with respect to Securities of such series, other than the nonpayment of
                                            the principal of Securities of such series which have become due solely by such declaration
                                            of acceleration, have been cured or waived as provided in Section 512.



 


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


 


Section 503     Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if (1) default is made in the payment of any
interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (2) default
is made in the payment of the principal of or premium, if any, on any Security at the Maturity thereof, the Company will, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If an Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary
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:


 


		(1)	to
                                            file and prove a claim for the whole amount of principal and premium, if any, and interest
                                            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 the reasonable compensation, expenses, disbursements and advances of the Trustee,
                                            its agents and counsel) and of the Holders allowed in such judicial proceeding, and



 


		(2)	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 the Holder to make such
payments to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and for any other amounts due the Trustee under Section 607.


 


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


 






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Section 505     Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


 


Section 506     Application
of Money Collected. Any money collected by the Trustee pursuant to this Article V, and any money or other property distributable
in respect of the Company’s obligations under this Indenture after the occurrence of an Event of Default, 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, upon presentation of the Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:


 


FIRST: To the payment of
all amounts due the Trustee (including any predecessor Trustee) under Section 607;


 


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


 


THIRD: To the payment of
the remainder, if any, to the Company.


 


Section 507     Limitation
on Suits. Except as otherwise provided in Section 508, 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, assignee, trustee,
liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless:


 


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



 


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



 


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



 


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



 


it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
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 and to Convert Securities. 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 on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be, and,
if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute suit for the enforcement
of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such
Holder.


 






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Section 509     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 510     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 V 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 511     Control
by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that


 


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



 


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



 


Before proceeding to exercise
any right or power hereunder at the direction of the Holders, the Trustee shall be entitled to receive from such Holders security or
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.


 


Section 512     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, except a Default


 


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



 


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



 


provided
that there had been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and to reimburse
the Trustee for any and all fees, expenses and disbursements advanced by the Trustee, its agents and its counsel incurred in connection
with such Default or Event of Default.


 


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.


 






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Section 513     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section 513 nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee, a suit by
a Holder under Section 508, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities.


 


Section 514     Waiver
of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


Section 515     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


Article VI

THE TRUSTEE


 


Section 601     Certain
Duties and Responsibilities of Trustee.


 


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



 


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



 


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



 


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



 


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



 


		(A)	this
                                            Section 601(3) shall not be construed to limit the effect of Section 601(1) or
                                            Section 601(4);



 






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



 


		(C)	the
                                            Trustee shall not be liable with respect to any action taken or omitted to be taken by it
                                            in good faith in accordance with the direction of the Holders of a majority in aggregate
                                            principal amount of the Outstanding Securities of any series, determined as provided in Sections
                                            101, 104 and 111, 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.



 


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



 


		(5)	Whether
                                            or not therein expressly so provided, every provision of this Indenture relating to the conduct
                                            or affecting the liability of or affording protection to the Trustee shall be subject to
                                            the provisions of this Section 601.



 


Section 602     Notice
of Defaults. If a Default occurs with respect to Securities of any series and is continuing and written notice of such Default has
been received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, the Trustee shall give to each Holder
of Securities of such series notice of Default within 90 days after such written notice is received by such Responsible Officer. Except
in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold notice if and so long as a
committee of Responsible Officers in good faith determines that withholding such notice is in the interests of Holders of Securities
of such series.


 


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


 


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



 


		(2)	any
                                            request or direction of the Company mentioned herein shall be sufficiently evidenced by a
                                            Company Request or Company Order, and any resolution of the board of directors of the Company
                                            shall be sufficiently evidenced by a Company Resolution thereof;



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


		(12)	the
                                            Trustee shall not be deemed to have notice of any Default or Event of Default unless written
                                            notice of such Default or Event of Default, as the case may be, has been received by a Responsible
                                            Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company or any
                                            Holder, and such notice references the Securities and this Indenture;



 


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



 


		(14)	the
                                            permissive right of the Trustee to take or refrain from taking action hereunder shall not
                                            be construed as a duty.



 


Section 604     Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 






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Section 605     May Hold
Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.


 


Section 606     Money
Held in Trust. Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


Section 607     Compensation
and Reimbursement. The Company agrees:


 


		(1)	to
                                            pay to the Trustee from time to time such reasonable compensation as shall be agreed to in
                                            writing between the parties hereto 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 reasonable
                                            expenses and disbursements of its agents and counsel and all Persons not regularly in its
                                            employ), except any such expense, disbursement or advance as may be attributable to its negligence,
                                            willful misconduct or bad faith, and the Trustee shall provide the Company reasonable notice
                                            of any expenditure not in the ordinary course of business; and



 


		(3)	to
                                            indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors
                                            and employees for, and to hold them harmless against, any and all loss, damage, claims, liability
                                            or expense incurred without negligence or bad faith on its part, arising out of or in connection
                                            with this Indenture, the Securities and the transactions contemplated hereby and thereby,
                                            including the acceptance or administration of the trust or trusts hereunder, including the
                                            reasonable costs and expenses of defending itself against any claim (whether asserted by
                                            the Company, or any Holder or any other Person) or liability in connection with the exercise
                                            or performance of any of its powers or duties hereunder, or in connection with enforcing
                                            the provisions of this Section.



 


In addition to, but without
prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(5) or 501(6), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency or other similar law.


 


“Trustee”
for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except
with respect to funds held in trust for the benefit of the Holders of particular Securities for the payment of principal of and premium,
if any, or interest.


 


The provisions of this Section 607
shall survive the satisfaction and discharge of the Securities, the termination for any reason of this Indenture and the resignation
or removal of the Trustee.


 


Section 608     Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.


 






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To the extent permitted by
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.


 


Section 609     Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of
each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate
Trust Office in the Borough of Manhattan, The City of New York or Pittsburgh, Pennsylvania or any other major city in the United States
that is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in
its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VI.


 


Section 610     Resignation
and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article VI shall become effective until the acceptance of appointment by the successor Trustee in accordance with
the applicable requirements of Section 611.


 


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


 


The Trustee may be removed
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, upon written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


If at any time:


 


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



 


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



 


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



 


then, in any such case, (A) the Company
may remove the Trustee with respect to all Securities or (B) subject to Section 513, Holders of 10% in aggregate principal
amount of Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.


 






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If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company 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 shall be 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 shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by Section 611, Holders of 10% in aggregate
principal amount of Securities of any series who have been bona fide Holders of Securities of such series for at least six months may,
on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


The Company shall give notice
of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 611     Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee a written 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
a written 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 nonetheless
to the lien provided for in Section 607.


 


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


 


Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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


 






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Upon acceptance of appointment
by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by
mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the Security Register. If the Company fails
to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the Company.


 


Section 612     Merger,
Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder;
provided that such Person shall be otherwise qualified and eligible under this Article VI, 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; and in case at that time any Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and
in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have.


 


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


 


Section 614     Trustee’s
Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed (to the extent not provided for in this Indenture) to be taken or omitted
by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.
The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application
on or after the date specified in such application (which date shall not be less than 10 Business Days after the date any officer of
the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior
to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in
response to such application specifying the action to be taken or omitted.


 


Article VII

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY


 


Section 701     Company
to Furnish Trustee Names and Addresses of Holders. If the Trustee is not the Security Registrar, the Company shall cause the Security
Registrar to furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders of Securities of each series.


 


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


 


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


 


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


 






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Section 703     Reports
by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. The Trustee shall, within 60
days after each May 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such May 15, pursuant
to this Section 703.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system,
if any, upon which any Securities are listed, with the Commission (if accepted for filing by the Commission) and the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or automated quotation system or delisted therefrom.


 


Section 704     Reports
by the Company. The Company shall comply with all the applicable provisions of the Trust Indenture Act. Delivery of reports, information
and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to the accuracy
or completeness of the reports, information and documents. The Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance with
any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates of the Company).


 


Article VIII

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS


 


Section 801     Company
May Merge or Transfer Assets on Certain Terms. The Company shall not be a party to a Substantially All Merger or participate
in a Substantially All Sale, unless:


 


		(1)	the
                                            Company is the surviving Person, or the Person formed by or surviving such Substantially
                                            All Merger or to which such Substantially All Sale has been made (the “Successor
                                            Person”) is organized under the laws of the Permitted Jurisdictions and has expressly
                                            assumed by supplemental indenture all of the obligations of the Company under this Indenture;



 


		(2)	immediately
                                            after giving effect to such transaction, no Default or Event of Default has occurred and
                                            is continuing; and



 


		(3)	the
                                            Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel,
                                            each stating that such transaction and any supplemental indenture relating thereto comply
                                            with this Indenture and that all conditions precedent provided for in this Indenture relating
                                            to such transaction have been complied with.



 


Section 802     Successor
Person Substituted. Upon the consummation of a transaction contemplated by and consummated in accordance with Section 801,
the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture,
with the same effect as if such Successor Person had been an original party to this Indenture, and the Company shall be released from
all of its liabilities and obligations under this Indenture and the Securities.


 


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



 






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		(2)	to
                                            evidence the succession of another Person to the Company, or successive successions, and
                                            the assumption by the Successor Person of the covenants, agreements and obligations of the
                                            Company pursuant to Article VIII;



 


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



 


		(4)	to
                                            secure the Securities;



 


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



 


		(6)	to
                                            provide for the issuance of additional Securities of any series;



 


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



 


		(8)	to
                                            comply with the rules of any applicable Depositary;



 


		(9)	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 uncertificated form;



 


		(10)	to
                                            add to, change or eliminate any of the provisions of this Indenture in respect of one or
                                            more series of Securities; provided that any such addition, change or elimination
                                            (A) shall neither (i) apply to any Security of any series created prior to the
                                            execution of such supplemental indenture and entitled to the benefit of such provision nor
                                            (ii) modify the rights of the Holder of any such Security with respect to such provision
                                            or (B) shall become effective only when there is no Security described in clause (i) Outstanding;



 


		(11)	to
                                            cure any ambiguity, to correct or supplement any provision of this Indenture which may be
                                            defective or inconsistent with any other provision herein;



 


		(12)	to
                                            change any other provision contained in the Securities of any series or under this Indenture;
                                            provided that such action pursuant to this clause (12) shall not adversely
                                            affect the interests of the Holders of Securities of any series in any material respect;
                                            and



 


		(13)	to
                                            conform any provision of this Indenture or the Securities of any series to the description
                                            of such Securities contained in the Company’s prospectus, prospectus supplement, offering
                                            memorandum or similar document with respect to the offering of the Securities of such series.



 


Section 902     Supplemental
Indentures With Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental indenture (including consents obtained in connection with a tender
offer or exchange for Securities), by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
of such series affected thereby:


 


		(1)	change
                                            the Stated Maturity of the principal of, or any installment of principal of or interest on,
                                            any Security;



 






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		(2)	reduce
                                            the principal amount of any Security or reduce the amount of the principal of an Original
                                            Issue Discount Security or any other Security which would be due and payable upon a declaration
                                            of acceleration of the Maturity thereof pursuant to Section 502, or reduce the
                                            rate of or extend the time of payment of interest on any Security;



 


		(3)	reduce
                                            any premium payable upon the redemption of or change the date on which any Security may or
                                            must be redeemed;



 


		(4)	change
                                            the coin or currency in which the principal of or premium, if any, or interest on any Security
                                            is payable;



 


		(5)	impair
                                            the right of any Holder to institute suit for the enforcement of any such payment on or after
                                            the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the
                                            Redemption Date or Repayment Date, as applicable);



 


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



 


		(7)	modify
                                            any of the provisions of this Section 902, Section 512 or Section 1005,
                                            except to increase any such percentage or to provide that certain other provisions of this
                                            Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
                                            Security affected thereby; provided, however, that this clause shall not be deemed
                                            to require the consent of any Holder with respect to changes in the references to “the
                                            Trustee” and concomitant changes in this Section 902 and Section 1005,
                                            or the deletion of this proviso, in accordance with the requirements of Section 611
                                            and Section 901(6);



 


		(8)	if
                                            the Securities of any series are convertible into or for any other securities or property
                                            of the Company, make any change that adversely affects in any material respect the right
                                            to convert any Security of such series (except as permitted by Section 901) or
                                            decrease the conversion rate or increase the conversion price of any such Security of such
                                            series, unless such decrease or increase is permitted by the terms of such Security;



 


		(9)	subordinate
                                            the Securities of any series to any other obligation of the Company; or



 


		(10)	modify
                                            clauses (1) through (9) above.



 


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


 


It shall not be necessary
for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.


 


Section 903     Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents provided by Section 102, 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
and that all conditions precedent in this Indenture to the execution of such supplemental indenture, if any, have been complied with;
provided, however, that no such Opinion of Counsel shall be required in the case of any supplemental indenture executed and delivered
concurrently with the original execution and delivery of this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 






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


 


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


 


Section 906     Notice
of Supplemental Indenture; Reference in Securities to Supplemental Indentures. After a supplemental indenture under Section 901
(other than Section 901(8)) and 902 becomes effective, the Company shall mail to the Trustee a notice briefly describing
such supplemental indenture or a copy of such supplemental indenture and the Trustee shall on behalf of the Company and at the expense
of the Company mail such notice or supplemental indenture to Holders affected thereby. Any failure of the Trustee to mail such notice,
or any defect therein, or any failure of the Trustee to mail such supplemental indenture, shall not in any way impair or affect the validity
of any such supplemental indenture.


 


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


 


Article X

COVENANTS


 


Section 1001     Payment
of Principal, Premium, if any, and Interest. The Company covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay the principal of and premium, if any, and interest on the Securities of such series in accordance with the
terms of the Securities and this Indenture. Principal and interest shall be considered paid on the date due if, on or before 10:00 a.m. (New
York City time) on such date, the Trustee or the Paying Agent (or, if the Company is the Paying Agent, the segregated account or separate
trust fund maintained by the Company pursuant to Section 1003) holds in accordance with this Indenture money sufficient to
pay all principal, premium and interest then due.


 


The Company shall pay interest
on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest
at the same rate to the extent lawful as provided in Section 307.


 


Notwithstanding anything
to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from
principal, premium or interest payments hereunder.


 


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


 






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


 


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


 


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


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, no later than 10:00 a.m.  (New York City time) on each due
date for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any,
or interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment and that
it shall any time during the continuance of such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held 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.


 


Subject to any applicable
abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of or premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.


 


Section 1004     Statement
by Officers as to Default. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company
ending after the date hereof an Officer’s Certificate of the Company and one of the two Officers signing must be the Company’s
principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the best knowledge
of such Officer, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture
applicable to it (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which such Officer may have knowledge.


 






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The Company shall deliver
to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Default
or Event of Default an Officer’s Certificate setting forth the details of such Default or Event of Default, its status and the
actions which the Company is taking or proposes to take with respect thereto.


 


Section 1005     Waiver
of Certain Covenants. Except as otherwise specified as contemplated by Section 301 for Securities of such series, the
Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to Section 301(18), Section 901(1) or Section 901(11)
for the benefit of the Holders of such series or in Article VIII, if before the time for such compliance the Holders
of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 


Article XI

REDEMPTION OF SECURITIES


 


Section 1101     Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article XI.


 


Section 1102     Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Company Resolution or
an Officer’s Certificate of the Company or in another manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Company of the Securities of any series (including any such redemption affecting only
a single Security), the Company shall, at least 15 days prior to the date any notice of a redemption is to be given to the Holders pursuant
to Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date,
of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate of the Company evidencing
compliance with such restriction.


 


Section 1103     Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities
of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, including by lot
or pro rata, and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series;
provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall
not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence. Notwithstanding the foregoing, as long as the Securities
of any series are represented by one or more Global Securities, beneficial interests in such Securities shall be selected for redemption
by the Depositary therefor in accordance with the Applicable Procedures.


 


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


 






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


 


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


 


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


 


Section 1104     Notice
of Redemption. Notice of redemption shall be transmitted not less than 15 nor more than 60 days prior to the Redemption Date (or
within such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each Holder of Securities
to be redeemed, at such Holder’s address appearing in the Security Register.


 


All notices of redemption
shall identify the Securities to be redeemed and shall state:


 


		(1)	the
                                            Redemption Date;



 


		(2)	the
                                            Redemption Price (or the method of calculating such price);



 


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



 


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



 


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



 


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



 


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



 


		(8)	if
                                            applicable, the CUSIP, ISIN or any similar numbers of the Securities of such series;
                                            provided, however, that no representation will be made as to the correctness or accuracy
                                            of the CUSIP, ISIN or any similar number, if any, listed in such notice or printed on
                                            the Securities.



 


Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request (which may be rescinded
or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the name
and at the expense of the Company. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder
of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of
any other Securities.


 






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Section 1105     Deposit
of Redemption Price. By no later than 10:00 a.m. (New York City time) on the Business Day prior to any Redemption Date, the
Company shall deposit or cause to be deposited with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all
the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption which are
owned by the Company or any Subsidiary of the Company and have been delivered by the Company or such Subsidiary to the Trustee for cancellation.
All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly
return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption
Price of, and accrued interest, if any, on, all Securities to be redeemed.


 


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


 


Section 1106     Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together,
if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated
by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


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 1107     Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested by such Holder, in 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 XII shall be applicable to any sinking fund for the retirement of Securities
of any series except as otherwise specified as contemplated by Section 301 for such Securities.


 


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


 






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Section 1202 Satisfaction
of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in
the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.





 


Section 1203 Redemption
of Securities for Sinking Fund. Not less than 60 days (or such shorter period as shall be satisfactory to the Trustee) prior to
each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officer’s Certificate of the
Company specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 1106
and 1107.


 


Article XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301
Company’s Option to Effect Defeasance or Covenant Defeasance. Unless otherwise provided as contemplated by Section 301,
Section 1302 and 1303 shall apply to all Securities and each series of Securities, denominated in U.S. dollars and
bearing interest at a fixed rate, in accordance with any applicable requirements provided pursuant to Section 301 and upon
compliance with the conditions set forth below in this Article XIII; and the Company may elect, at its option at any time,
to have Section 1302 and Section 1303 applied to any Securities or any series of Securities, designated pursuant
to Section 301 as being defeasible pursuant to such Section 1302 or Section 1303, in accordance with
any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this
Article XIII. Any such election shall be evidenced by a Company Resolution, Officer’s Certificate of the Company or
in another manner specified as contemplated by Section 301 for such Securities.


 


Section 1302 Defeasance
and Discharge. Upon the Company’s exercise of its option, if any, to have this Section 1302 applied to any
Securities or any series of Securities, or if this Section 1302 shall otherwise apply to any Securities or any series of
Securities, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in
this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied
(“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or
discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304
and as more fully set forth in such Section 1305, payments in respect of the principal of and premium, if any, and
interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article XIII. Subject to compliance with this Article XIII, the
Company may exercise its option, if any, to have this Section 1302 applied to the Securities of any series
notwithstanding the prior exercise of its option, if any, to have Section 1303 applied to such Securities.


 


Section 1303 Covenant
Defeasance. Upon the Company’s exercise of its option, if any, to have this Section 1303 applied to any
Securities or any series of Securities, or if this Section 1303 shall otherwise apply to any Securities or any series of
Securities, (1) the Company shall be released from its obligations under Section 801 and any covenants provided
pursuant to Section 301(18), Section 901(1) or Section 901(11) for the benefit of the
Holders of such Securities and (2) the occurrence of any event specified in Section 501(4) and Section 501(7) shall
be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303
on and after the date the conditions set forth in Section 1304 are satisfied (“Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall
be unaffected thereby.


 






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


 


		(1)	The
                                            Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another
                                            trustee which satisfies the requirements contemplated by Section 609 and agrees
                                            to comply with the provisions of this Article XIII applicable to it) as trust
                                            funds in trust for the purpose of making the following payments, specifically pledged as
                                            security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money
                                            in an amount, or (B) U.S. Government Obligations which through the scheduled payment
                                            of principal and interest in respect thereof in accordance with their terms will provide
                                            money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion
                                            of a nationally recognized firm of independent public accountants expressed in a written
                                            certification thereof delivered to the Trustee, to pay and discharge, and which shall be
                                            applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal
                                            of and premium, if any, and interest on such Securities to the respective Stated Maturities
                                            or Redemption Dates, in accordance with the terms of this Indenture and such Securities.



 


		(2)	In
                                            the event of an election to have Section 1302 apply to any Securities or any
                                            series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel
                                            stating that (A) the Company has received from, or there has been published by, the
                                            Internal Revenue Service a ruling or (B) since the date of this Indenture, there has
                                            been a change in the applicable Federal income tax law, in either case (A) or
                                            (B) to the effect that, and based thereon such opinion shall confirm that, the
                                            Holders of such Securities will not recognize gain or loss for Federal income tax purposes
                                            as a result of the deposit, Defeasance and discharge to be effected with respect to such
                                            Securities and will be subject to Federal income tax on the same amount, in the same manner
                                            and at the same times as would be the case if such deposit, Defeasance and discharge were
                                            not to occur.



 


		(3)	In
                                            the event of an election to have Section 1303 apply to any Securities or any
                                            series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel
                                            to the effect that the Holders of such Securities will not recognize gain or loss for Federal
                                            income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
                                            respect to such Securities and will be subject to Federal income tax on the same amount,
                                            in the same manner and at the same times as would be the case if such deposit and Covenant
                                            Defeasance were not to occur.



 


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



 


		(5)	No
                                            Default or Event of Default with respect to such Securities or any other Securities shall
                                            have occurred and be continuing at the time of such deposit or, insofar as Section 501(5) or
                                            Section 501(6) are concerned, at any time on or prior to the 90th day after
                                            the date of such deposit (it being understood that this condition shall not be deemed satisfied
                                            until after such 90th day).



 


		(6)	Such
                                            Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute
                                            a default under, any other material agreement or instrument to which the Company is a party
                                            or by which it is bound.



 






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		(7)	The
                                            Company shall have delivered to the Trustee an Officer’s Certificate of the Company
                                            and an Opinion of Counsel, each stating that all conditions precedent with respect to such
                                            Defeasance or Covenant Defeasance have been complied with (in each case, subject to the satisfaction
                                            of the condition in clause (5)).



 


Before or after a deposit,
the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article XI.


 


Section 1305
Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and premium,
if any, and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by
law is for the account of the Holders of Outstanding Securities; provided that the Trustee shall be entitled to charge any such
tax, fee or other charge to such Holder’s account.


 


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


 


Section 1306
Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII
with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged
or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant
to this Article XIII with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article XIII;
provided, however, that (a) if the Company makes any payment of principal of or premium, if any, or interest on any such
Security following such reinstatement of its obligations, the Company shall be subrogated to the rights, if any, of the Holders of such
Securities to receive such payment from the money so held in trust and (b) unless otherwise required by any legal proceeding or
any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government
Obligations to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s
obligations has occurred and continues to be in effect.


 


Article XIV

MISCELLANEOUS


 


Section 1401
Submission to Jurisdiction. Each of the parties hereto:


 


		(i)	agrees that any suit, action or proceeding
                                            against it arising out of or relating to this Indenture or the Securities, as the case may
                                            be, may be instituted in any U.S. federal or New York state court sitting in the Borough
                                            of Manhattan, New York City, New York (the “Specified Courts”); and



 


		(ii)	irrevocably submits to the non-exclusive
                                            jurisdiction of the Specified Courts in any suit, action or proceeding.



 






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*         *        *


 


This Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed
to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


[signature page follows]


 






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


 


	 	BRIGHTVIEW HOLDINGS, INC.,
	 	as Issuer
	 	 
		By:	                
		Name:
		Title:



 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	 	as Trustee
	 	 
		By:	        
		Name:
		Title:



 


[Signature Page to the Indenture]