Exhibits 4.1 and 4.2


 


INDENTURE


 


Dated as of __________,__________


 


Between


 


REYNOLDS CONSUMER PRODUCTS INC., as
Issuer


 


The
Guarantors Named Herein,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION, as
Trustee


 


 


 


 


 




     


     


    

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.	7
	Section 103.   Form of Documents Delivered to Trustee.	8
	Section 104.   Acts of Holders; Record Dates.	8
	Section 105.   Notices, Etc., to Trustee, Company and Guarantors.	10
	Section 106.   Notice to Holders; Waiver.	11
	Section 107.   Conflict with Trust Indenture Act.	11
	Section 108.   Effect of Headings and Table of Contents.	12
	Section 109.   Successors and Assigns.	12
	Section 110.   Separability Clause.	12
	Section 111.   Benefits of Indenture.	12
	Section 112.   Governing Law.	12
	Section 113.   Legal Holidays.	12
	Section 114.   No Recourse Against Others.	13
	Section 115.   Waiver of Jury Trial.	13
	Section 116.   USA PATRIOT Act.	13
	Section 117.   Counterparts, Originals.	13
	Article II SECURITY FORMS	14
	Section 201.   Forms Generally.	14
	Section 202.   Form of Legend for Global Securities.	15
	Section 203.   Form of Trustee’s Certificate of Authentication.	15
	Article III THE SECURITIES	15
	Section 301.   Amount Unlimited; Issuable in Series.	15
	Section 302.   Denominations.	19
	Section 303.   Execution, Authentication, Delivery and Dating.	19
	Section 304.   Temporary Securities.	20
	Section 305.   Registration, Registration of Transfer and Exchange.	21
	Section 306.   Mutilated, Destroyed, Lost and Stolen Securities.	23
	Section 307.   Payment of Interest; Interest Rights Preserved.	24
	Section 308.   Persons Deemed Owners.	25
	Section 309.   Cancellation.	25
	Section 310.   Computation of Interest.	26
	Section 311.   CUSIP Numbers.	26
	Section 312.   Original Issue Discount.	26



 



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	Article IV SATISFACTION AND DISCHARGE	27
	Section 401.   Satisfaction and Discharge of Indenture.	27
	Section 402.   Application of Trust Money.	28
	Article V REMEDIES	28
	Section 501.   Events of Default.	28
	Section 502.   Acceleration of Maturity; Rescission and Annulment.	30
	Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee.	31
	Section 504.   Trustee May File Proofs of Claim.	31
	Section 505.   Trustee May Enforce Claims Without Possession of Securities.	32
	Section 506.   Application of Money Collected.	32
	Section 507.   Limitation on Suits.	32
	Section 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities.	33
	Section 509.   Rights and Remedies Cumulative.	33
	Section 510.   Delay or Omission Not Waiver.	33
	Section 511.   Control by Holders.	34
	Section 512.   Waiver of Past Defaults.	34
	Section 513.   Undertaking for Costs.	34
	Section 514.   Waiver of Usury, Stay or Extension Laws.	34
	Section 515.   Restoration of Rights and Remedies.	35
	Article VI THE TRUSTEE	35
	Section 601.   Certain Duties and Responsibilities of Trustee.	35
	Section 602.   Notice of Defaults.	36
	Section 603.   Certain Rights of Trustee.	37
	Section 604.   Not Responsible for Recitals or Issuance of Securities.	38
	Section 605.   May Hold Securities.	39
	Section 606.   Money Held in Trust.	39
	Section 607.   Compensation and Reimbursement.	39
	Section 608.   Conflicting Interests.	40
	Section 609.   Corporate Trustee Required; Eligibility.	40
	Section 610.   Resignation and Removal; Appointment of Successor.	41
	Section 611.   Acceptance of Appointment by Successor.	42
	Section 612.   Merger, Conversion, Consolidation or Succession to Business.	43
	Section 613.   Preferential Collection of Claims Against Company.	43
	Article VII HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY	44
	Section 701.   Company to Furnish Trustee Names and Addresses of Holders.	44
	Section 702.   Preservation of Information; Communications to Holders.	44
	Section 703.   Reports by Trustee.	44
	Section 704.   Reports by the Company.	45



 






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	Article VIII CONSOLIDATION, MERGER AND SALE OF ASSETS	45
	Section 801.   Company May Merge or Transfer Assets on Certain Terms.	45
	Section 802.   Successor Person Substituted.	45
	Article IX SUPPLEMENTAL INDENTURES	46
	Section 901.   Supplemental Indentures Without Consent of Holders.	46
	Section 902.   Supplemental Indentures With Consent of Holders.	47
	Section 903.   Execution of Supplemental Indentures.	49
	Section 904.   Effect of Supplemental Indentures.	49
	Section 905.   Conformity with Trust Indenture Act.	49
	Section 906.   Reference in Securities to Supplemental Indentures.	49
	Article X COVENANTS	49
	Section 1001.   Payment of Principal, Premium, if any, and Interest.	49
	Section 1002.   Maintenance of Office or Agency.	50
	Section 1003.   Money for Securities Payments to Be Held in Trust.	51
	Section 1004.   Statement by Officers as to Default.	51
	Section 1005.   Waiver of Certain Covenants.	52
	Article XI REDEMPTION OF SECURITIES	52
	Section 1101.   Applicability of Article.	52
	Section 1102.   Election to Redeem; Notice to Trustee.	52
	Section 1103.   Selection by Trustee of Securities to Be Redeemed.	52
	Section 1104.   Notice of Redemption.	53
	Section 1105.   Deposit of Redemption Price.	54
	Section 1106.   Securities Payable on Redemption Date.	55
	Section 1107.   Securities Redeemed in Part.	55
	Article XII SINKING FUNDS	55
	Section 1201.   Applicability of Article.	55
	Section 1202.   Satisfaction of Sinking Fund Payments with Securities.	56
	Section 1203.   Redemption of Securities for Sinking Fund.	56
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE	56
	Section 1301.   Company’s Option to Effect Defeasance or Covenant Defeasance.	56
	Section 1302.   Defeasance and Discharge.	57
	Section 1303.   Covenant Defeasance.	57
	Section 1304.   Conditions to Defeasance or Covenant Defeasance.	57
	Section 1305.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	59
	Section 1306.   Reinstatement.	60



 






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	Article XIV GUARANTEE OF SECURITIES	60
	Section 1401.   Unconditional Guarantee.	60
	Section 1402.   Execution and Delivery of Guarantee.	62
	Section 1403.   Future Guarantors.	62
	Section 1404.   Release of a Guarantor.	62
	Section 1405.   Waiver of Subrogation	62
	Section 1406.   Reliance on Judicial Order or Certificate of Liquidating Agent Regarding Dissolution, Etc. of Guarantors.	63
	Section 1407.   Limitation of Guarantor’s Liability.	63
	Section 1408.   Obligations Reinstated.	63
	Section 1409.   No Obligation to Take Action Against the Company.	64



 



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INDENTURE, dated as of           , between Reynolds Consumer Products Inc.,
a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), the Guarantors referred
to below and Wilmington Trust, National Association, a national banking association, as Trustee (herein called the “Trustee”).


 


RECITALS


 


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (herein called the “Securities”)
in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, and the
Guarantors named herein have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time
of guarantees of the Securities and the Company’s obligations under this Indenture.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of 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” or a “Section” refers to an Article or
a Section, as the case may be, of this Indenture;



 


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



 




     


     


    

		(6)	“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 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;



 


		(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; and



 


		(9)	any references herein to Guarantors and Guarantees are only applicable to the extent that there are guarantors of any series of Securities
issued as contemplated in ‎Section 301.



 


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


 


“Affiliate” means, as applied to any Person, any
other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes
of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.


 


“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” has the meaning specified in ‎Section
501.


 


“Board of Directors” means the board of directors
of the Company.


 


“Board 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 and to be in full
force and effect on the date of such certification and delivered to the Trustee.


 


“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 are authorized or obligated by law or
executive order to close in that Place of Payment and in New York, New York.


 




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“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 in the name of the Company by an Officer of the Company (or any Person designated in writing as
authorized to execute and deliver Company Requests and Company Orders), 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 relating to this Indenture shall be conducted (which office
is located as of the date of this Indenture at Global Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402,
Attention Reynolds Consumer Products, Inc., Administrator, or at any other time at such other address as the Trustee may designate from
time to time by notice to the Company and the Holders).


 


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


 


“Custodian” has the meaning specified in ‎Section
501.


 


“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.


 


“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.


 


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


 


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


 


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


 


“GAAP” means generally accepted accounting principles
in the United States in effect and applicable to the accounting period in respect of which reference to GAAP is made.


 


“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).


 




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“Guarantee” means the Guarantee made by each of
the Guarantors as set forth in Article XIV hereof.


 


“Guarantor” means (i) each of the Persons listed
on Schedule I attached hereto and (ii) each Person who becomes a Guarantor hereunder upon the execution of a supplemental indenture hereto,
substantially in the form of Schedule II attached hereto, pursuant to Section 1403, subject, however, in each case to the provisions of
Section 1404.


 


“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 supplemental indentures 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.


 


“Officer” means, with respect to any Person, (1)
the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer, any Assistant Treasurer, any Managing Director, the Secretary or any Assistant Secretary (a) of such Person or (b) if such
Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for
the purposes of the Indenture by the Board of Directors of such Person.


 


“Officer’s Certificate” means, with respect
to any Person, a certificate signed by one Officer of such Person.


 


“Opinion of Counsel” means a written opinion of
counsel (who may be counsel for the Company) and who shall be reasonably acceptable to the Trustee. The counsel may be an employee of
the Company. Opinions of Counsel required to be delivered under this Indenture may have qualifications customary for opinions of the type
required and counsel delivering such


 




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Opinions of Counsel may rely as to factual matters on certificates
of the Company or governmental or other officials customary for opinions of the type required.


 


“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 its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;



 


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



 


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


 




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disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Securities which a Responsible Officer 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.


 


“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. The Company initially appoints
the Trustee as the Paying Agent for any Securities issued pursuant to this Indenture.


 


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


 


“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” when used with respect to
the Trustee, means any officer within the corporate trust department of the Trustee with direct responsibility for the administration
of this Indenture and also means, with respect to a particular corporate trust matter relating to this Indenture, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who, in each case, shall
have direct responsibility for the administration of this Indenture.


 


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


 




    6


     


    

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


 


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


 


“Special Record Date” means, for the payment of
any Defaulted Interest, a date fixed by the Company 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 with respect to any specified
Person, any corporation, partnership, joint venture, limited liability company, association or other business entity of which at least
a majority of the outstanding voting stock or equivalent equity interest (irrespective of whether or not at the time equity interests
of any other class or classes of such business entity shall have or might have voting power by reason of the happening of any contingency)
is, or other entity of which at least a majority of the common equity interests are, at the time directly or indirectly owned or controlled
by that Person, or by one or more other Subsidiaries of that Person, or by that Person and one or more other Subsidiaries of that Person.


 


“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” has the meaning specified
in ‎Section 1304(1).


 


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


 


Section 102.       
Compliance Certificates and Opinions.


 


Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to the Trustee, if requested by 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.


 




    7


     


    

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;



 


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


 


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


 


Section 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


 




    8


     


    

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 in any manner which the Trustee reasonably deems sufficient. 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 or the Company in reliance thereon, whether or not notation of such action is made upon such Security.


 


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


 




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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.


 


In addition to the foregoing, the Trustee agrees to accept and act
upon notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission
of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such
originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions
or directions. 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 instructions conflict or are inconsistent with a subsequent written
instruction.


 


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


 




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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 or a Guarantor 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 such other office or agency of the Trustee specified by the Trustee. Notwithstanding anything in this Section 105 to the contrary,
no office of the Trustee shall be an office or agency for service of legal process on the Company. Any notice to the Trustee shall be
deemed given when actually received by the Trustee; or



 


		(2)	the Company or a Guarantor 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 Company’s principal office
specified in writing to the Trustee by the Company and, until further notice, at, in the case of the Company or a Guarantor, 1900 W. Field
Court, Lake Forest, IL 60045; Attention: General Counsel.



 


In addition to the foregoing, such documents may be sent by unsecured
e-mail, facsimile transmission or other similar unsecured electronic methods. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile
transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which
such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. The Trustee shall
not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.


 


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.


 


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 such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any


 




    11


     


    

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.


 


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; Jurisdiction.


 


This Indenture, the Securities and the Guarantees shall be governed
by, and construed in accordance with, the law of the State of New York. The Company irrevocably consents and agrees, for the benefit of
the Holders and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other
matter arising out of or in connection with this Indenture or the Securities may be brought in the courts of the State of New York or
the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due
in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in
personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets
and revenues.


 


Section 113.       
Legal Holidays.


 


In any case where any Interest Payment Date, Redemption 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


 




    12


     


    

such Place of Payment with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity, or on such conversion date.


 


Section 114.       
No Recourse Against Others.


 


A director, officer, employee or stockholder as such of the Company
and any Guarantor shall not have any liability for any obligations of the Company under the Securities, the Guarantees 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 GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY
AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.


 


Section 116.       
USA PATRIOT Act.


 


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


 


Section 117.       
Counterparts, Originals.


 


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 exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.


 


Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes. When used in herein, the words “execute,” “execution,”
“signed” and “signature” and words of similar import used in or related to any document to be signed in connection
with this Indenture, any Security or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications)
shall be deemed to include electronic signatures and 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 in ink or


 




    13


     


    

the use of a paper-based recordkeeping system, as applicable, to the
fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other similar state laws based on the Uniform Electronic Transactions
Act; provided that, notwithstanding anything herein to the contrary, the Trustee is under no obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee.


 


Section 118.       
Force Majeure


 


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


 


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 Board Resolution or, subject to ‎Section
303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to authority granted by one or more
Board Resolutions, or in one or more supplemental indentures 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 Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by ‎Section
303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant
to a Board 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. In the case of any conflict between the terms of the Securities and the terms of the Indenture, the terms
of the Indenture shall control.


 


The definitive Securities may be produced in any manner determined
by the officers executing such Securities, as evidenced by their execution of such Securities.


 




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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:


 


This Security is
a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee
of a Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security
as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary) may be registered except in such limited circumstances.


 


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:


 


	 	Wilmington Trust, National Association, as Trustee
	 	 
	 	By:	 
	 	Authorized Signatory


 


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 Board Resolution or pursuant to authority granted by one or more Board Resolutions and, subject to
‎Section 303, set forth, or determined in the manner provided, in
an Officer’s Certificate, or (b) one or more supplemental indentures hereto, prior to the issuance of Securities of any series:


 




    15


     


    

		(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 ‎1107
and except for any Securities which, pursuant to ‎Section
303, are deemed never to have been authenticated and delivered hereunder);



 


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



 


		(4)	whether the Securities rank as senior Securities or subordinated Securities and the terms of any such subordination;



 


		(5)	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;



 


		(6)	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;



 


		(7)	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;



 


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



 


		(9)	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;



 


		(10)	if other than minimum 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;



 


		(11)	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



 




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or index or pursuant to a formula, the manner
in which such amounts shall be determined;


 


		(12)	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;



 


		(13)	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);



 


		(14)	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;



 


		(15)	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);



 


		(16)	if other than by a Board Resolution, the manner in which any election by the Company to defease any Securities of the series pursuant
to ‎Section 1302 or ‎Section
1302 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;



 


		(17)	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



 




    17


     


    

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;


 


		(18)	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;



 


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



 


		(20)	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;



 


		(21)	whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such Person or Persons,
the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees
may be subordinated to other indebtedness of the respective guarantors;



 


		(22)	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
or any guarantor;



 


		(23)	if other than Wilmington Trust, National Association is to act as Trustee for the Securities of such series, the name and Corporate
Trust Office of such Trustee;



 


		(24)	any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
‎Section 901(10)); and



 


		(25)	the CUSIP and/or ISIN number(s) of the Securities of the series.



 


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


 


All Securities of any one series need not be issued at one time and,
unless otherwise provided in or pursuant to the Board Resolution referred to above and, subject to ‎Section
303, set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or pursuant to authority granted
by one or more Board Resolutions or in any such supplemental indenture


 




    18


     


    

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


 


Section 302.       
Denominations.


 


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


 


Section 303.       
Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its Chief Executive Officer, its President, its Chief Financial Officer, its Principal Accounting
Officer, its Controller, its Treasurer or one of its Assistant Treasurers. The signature on the Securities may be manual, facsimile or
electronic.


 


Securities bearing the 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, together with the Guarantees of the Guarantors endorsed thereon,
executed by the Company and the Guarantors to the Trustee for authentication, together with a Company Order for the authentication and
delivery of such, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or
terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or pursuant to authority granted
by one or more Board 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 Board Resolution or pursuant to authority granted by one or
more Board Resolutions as permitted by ‎Section
201, that such form has been established in conformity with the provisions of this Indenture;



 


		(2)	if the terms of such Securities have been established by or pursuant to Board Resolution or pursuant to authority granted by one or
more Board Resolutions as



 




    19


     


    

permitted by ‎Section
301, that such terms have been established in conformity with the provisions of this Indenture; and


 


		(3)	that such Securities and the Guarantees of the Guarantors endorsed thereon, 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 and the Guarantors, respectively, enforceable in accordance with their respective 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 materially 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, including 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 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 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 and
the Guarantees, the Company may execute, and, upon Company Order, the Trustee shall authenticate and deliver, temporary Securities with
the Guarantees endorsed thereon 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


 




    20


     


    

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 register maintained in such office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


 


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, with the Guarantees endorsed thereon, which the Holder making the exchange
is entitled to receive.


 


All Securities and Guarantees endorsed thereon issued upon any registration
of transfer or exchange of Securities with Guarantees of the Guarantors endorsed thereon shall be the respective valid obligations of
the Company and the respective Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities
and Guarantees endorsed thereon 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.


 




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No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to ‎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.


 


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,
(B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) 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.



 


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



 


		(4)	Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this ‎Section
305, ‎Section 304, ‎306,
‎906 or ‎1107
or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless



 




    22


     


    

such Security is registered in the name of
a Person other than the Depositary for such Global Security or a nominee thereof.


 


None of the Trustee, the Security Registrar or any Paying Agent shall
have any responsibility or obligation to any beneficial owner of an interest in a Global Security, any agent member or other member of,
or a participant in, Depositary or other Person with respect to the accuracy of the records of Depositary or any nominee or participant
or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member or other
participant, member, beneficial owner or other Person (other than Depositary) of any notice or the payment of any amount or delivery of
any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to
the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the
registered Holders (which shall be Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any
Global Security shall be exercised only through Depositary, subject to its applicable rules and procedures. The Trustee, Security Registrar
and any Paying Agent may rely and shall be fully protected in relying upon information furnished by Depositary with respect to its agent
members and other members, participants and any beneficial owners.


 


Neither the Trustee nor the Security Registrar or any Paying Agent
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 Securities (including any transfers between or among
direct participants or indirect participants 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. Neither the Trustee nor any of its agents
shall have any responsibility for any actions taken or not taken by the Depositary.


 


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 bona fide 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 with the Guarantees endorsed thereon containing
identical terms 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.


 




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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 and Guarantee 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 and the respective Guarantors, 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 and Guarantees 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 (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause ‎(1) or ‎(2)
below:


 


		(1)	The Company may elect to make payment of any Defaulted Interest payable on 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 Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name and at



 




    24


     


    

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 Guarantors, the Trustee and any agent of the Company, a Guarantor 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 Guarantors, the Trustee nor any agent of the Company,
the Guarantors or the Trustee shall be affected by notice to the contrary.


 


Section 309.       
Cancellation.


 




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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 confirmation of such cancelation from time to time as requested by
the Company in writing.


 


Section 310.       
Computation of Interest.


 


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


 


Section 311.       
CUSIP Numbers.


 


The Company in issuing 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 shall promptly notify
the Trustee in writing of any changes in the CUSIP or ISIN number(s).


 


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.


 




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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 such instruments reasonably requested by the Company 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 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.



 




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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.


 


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 its own 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 for 30 days after becoming due;



 


		(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 at its Stated Maturity, upon optional redemption, upon declaration or otherwise;



 




    28


     


    

		(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;



 


		(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.



 




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The term “Bankruptcy Law” means Title 11, United
States Code, or any similar Federal or state or foreign law for the relief of debtors. The term “Custodian” means any
custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


 


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 at least 30% 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.”


 


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)) occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 30% 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 Securities of any series at the
time Outstanding 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 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



 




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and any interest thereon at the rate or
rates prescribed therefor in the Securities of such series,


 


		(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 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 non-payment 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, it 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 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 any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and
the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee


 




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and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it and any predecessor 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.


 


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 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 or property collected by the Trustee pursuant to this ‎Article
V 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 or
property 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, the Paying Agent
and the Security Registrar 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.


 


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 with respect to the Securities of
such series;



 




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		(2)	the Holders of not less than 30% 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, and if requested, have provided, to the Trustee security and/or indemnity 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.


 


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.


 




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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



 


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



 


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


 


Section 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 20% in aggregate principal amount of the Outstanding Securities.


 


Section 514.       
Waiver of Usury, Stay or Extension Laws.


 




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Each of the Company and the Guarantors 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 each of the Company and the Guarantors (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 Guarantors, 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 gross negligence or willful misconduct on its part, the Trustee may 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 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



 




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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 gross negligence or its own willful
misconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that:



 


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



 


		(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 grossly negligent in ascertaining the pertinent facts;



 


		(C)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, determined as provided
in Sections ‎101, ‎104
and ‎511, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series; and



 


		(D)	no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.



 


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



 


		(5)	In the event that the Trustee is also acting as custodian, note registrar, paying agent, conversion agent or transfer agent hereunder,
the rights and protections afforded to the Trustee pursuant to this Section 601 and Section 603 or elsewhere in this Indenture shall also
be afforded to such custodian, note registrar, paying agent, conversion agent or transfer agent.



 


Section 602.       
Notice of Defaults.


 


If a Default or an Event of Default occurs with respect to Securities
of any series and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Holder of Securities of such
series notice of the Default within the later of 90 days after it is actually known to a Responsible Officer or 30 days after the date
on which a Responsible Officer obtains the knowledge. Except in the case of a Default in payment of principal of or interest on any Security,
the Trustee may withhold the notice if and so long as a committee of Responsible Officers in good faith determines that withholding the
notice is not opposed to the interests of Holders of Securities of such series.


 




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Section 603.       
Certain Rights of Trustee.


 


Subject to the provisions of ‎Section
601:


 


		(1)	the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, judgment, 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)	if so requested by the Trustee, any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution 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 gross negligence or willful misconduct on its part, 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, and if requested, provided to the
Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;



 


		(6)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, judgment, 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,
custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or



 




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negligence on the part of any agent, custodian,
nominee 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 to its agents;



 


		(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)	in no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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, any act or provision of any present
or future law or regulation or governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, local or national disturbance or disaster, nuclear or natural catastrophes or acts of God, epidemic, pandemic and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services, or the unavailability of the Federal Reserve
Bank wire or facsimile or other wire or communication facility (it being understood that the Trustee shall use reasonable efforts which
are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and 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 either (1) a Responsible Officer shall have
actual knowledge thereof or (2) unless written notice of any event which is in fact such a default shall have been received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture and states that it is a “Notice
of Default”.



 


		(13)	before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel or both.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or
Opinion of Counsel; delivery of the reports and information under Section 603 and related provisions with respect to a series of Securities
to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual
or constructive notice of any information contained therein or determinable from information contained therein, including



 




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the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate); and


 


		(14)	the permissive rights of the Trustee enumerated herein shall not be construed as duties.



 


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 or the Guarantees. The Trustee
shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section 605.       
May Hold Securities.


 


The Trustee, any 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 in writing with the Company.


 


Section 607.       
Compensation and Reimbursement.


 


The Company agrees:


 


		(1)	to pay to the Trustee from time to time such 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), except any such expense, disbursement or advance as may be attributable
to its gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction, and
the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and



 




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The Company and the Guarantors, jointly and severally, agree:


 


		(1)	to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without gross negligence or willful misconduct on its part, as determined by a final non-appealable
order of a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending itself against any claim (regardless of whether such claim is asserted
by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder.



 


When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in ‎Section 501(5) or ‎(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.


 


The Trustee shall have a lien prior to the Securities as to all property
and funds held 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 Securities.


 


The provisions of this ‎Section
607 shall survive the termination 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 the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 


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


 


Section 609.       
Corporate Trustee Required; Eligibility.


 


There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall
be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000
and has its Corporate Trust Office in the Borough of Manhattan, The City of New York 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.


 




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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 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 a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,



 


then, in any such case, (A) the Company 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.


 


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


 




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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.


 


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 a supplemental indenture 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


 




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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.


 


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.


 


Section 612.       
Merger, Conversion, Consolidation or Succession to Business.


 


Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any entity succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder; provided that such entity 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, consolidation or sale
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).


 




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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 destroy any
list furnished to it as provided in ‎Section 701 upon receipt of a
new list so furnished.


 


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


 


Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither 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.


 


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. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, so long as any Securities remain outstanding hereunder,
within sixty days after each                         following the date of the initial issuance of Securities
under this Indenture deliver to Holders a brief report, dated as of such                         which
complies with the provisions of such Section 313(a). The Trustee shall promptly deliver to the Company a copy of any report it delivers
to Holders 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 and the Company. The Company will notify the Trustee in writing when any Securities are listed on any stock exchange
or automated quotation system or delisted therefrom.


 




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Section 704.       
Reports by the Company.


 


The Company (and as applicable, any Guarantor) 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 its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on Officer’s Certificates).


 


Article
VIII

CONSOLIDATION, MERGER AND SALE OF ASSETS


 


Section 801.       
Company May Merge or Transfer Assets on Certain Terms.


 


The Company may consolidate with or merge with or into, or sell, transfer,
lease or convey all or substantially all of its properties and assets to, in one transaction or a series of related transactions, any
other Person, provided that:


 


		(1)	the Company shall be the continuing entity, or the resulting, surviving or transferee Person shall be a corporation, partnership,
trust or other entity organized and validly existing under the laws of any domestic or foreign jurisdiction, and such successor Person
(if not the Company) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and, for each Security that by
its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms;



 


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



 


		(3)	if requested, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies with this Indenture
(except that such Opinion of Counsel need not opine as to clause ‎(2)
above).



 


Section 802.       
Successor Person Substituted.


 


Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any sale, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company,
in each case 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


 




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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, the Guarantors and
the Trustee, at any time and from time to time, may enter into one or more supplemental indentures hereto, in form satisfactory to the
Trustee, for any of the following purposes:


 


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



 


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



 


		(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;



 




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		(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 comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture
Act, as amended;



 


		(12)	to conform any provision of this Indenture, any supplemental indenture, one or more series of Securities or any related guarantees
or security documents to the description of such securities contained in a prospectus, prospectus supplement, offering memorandum or similar
document with respect to the offering of the Securities of such series to the extent that such description was intended to be a verbatim
recitation of a provision in this Indenture, such securities or any related guarantees or security documents as set forth in an Officer’s
Certificate;



 


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



 


		(14)	to change any other provision under this Indenture; provided that such action pursuant to this clause ‎(13)
shall not adversely affect the interests of the Holders of Securities of any series in any material respect as determined in good faith
by the Company;



 


		(15)	to add new Guarantors pursuant to Section 1403; and



 


		(16)	to provide for the release of any Guarantor pursuant to Section 1404;



 


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, the Guarantors and the Trustee,
the Company and the Trustee may enter into an indenture or supplemental indentures 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;



 


		(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



 




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and payable upon a declaration of acceleration
of the Maturity thereof pursuant to ‎Section
503, or reduce the rate 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, on or after the Redemption Date);



 


		(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 Sections ‎611
and ‎901(5); or



 


		(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.



 


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.


 


After a supplemental indenture under this ‎Section
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 mail such notice or supplemental indenture to


 




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Holders affected thereby. Any failure of the Company to mail such notice,
or any defect therein, or any failure of the Company to mail such supplemental indenture, shall not in any way impair or affect the validity
of any such supplemental indenture.


 


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 provided, and, subject to ‎Section
601, shall be fully protected in relying upon, an Opinion of Counsel and Officer’s Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, that such Supplemental Indenture is the legal, valid and binding
obligation of the Company and any Guarantor party thereto, enforceable against the Company and any Guarantor party thereto in accordance
with its terms 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 and Officer’s Certificate 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.


 


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.       
Reference in Securities to Supplemental Indentures.


 


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.


 




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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 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any Subsidiary is the Paying
Agent, the segregated account or separate trust fund maintained by the Company or such Subsidiary pursuant to Section 1003) holds in accordance
with this Indenture money sufficient to pay all principal 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 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.


 


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


 




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be deemed to have been effected at the Place of Payment for such Global
Security in accordance with the provisions of this Indenture.


 


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


 


If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date 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 in writing 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 11:00 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
benefit of the Trustee and Holders of such Securities entitled to the same, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee in writing 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 or interest on the Securities and shall notify the Trustee in writing of any
default by the Company in making any such payment. Upon an Event of Default under Section 501(5) or Section 501(6), the Trustee shall
automatically become the 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 signed by its principal executive


 




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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.


 


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(19), ‎Section 901(1) or ‎Section
901(7) for the benefit of the Holders of such series or in ‎Article
VIII, if before the time for such compliance the Holders of 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 Board Resolution or an Officer’s Certificate 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 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date, 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 evidencing compliance with such restriction.


 


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


 




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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 shall be in accordance with the procedures
of the Depositary and which may provide for the selection for redemption of a portion of the principal amount of any Security of such
series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall
be selected 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.


 


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.


 


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


 


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


 


Section 1104.   
Notice of Redemption.


 


Notice of redemption shall be given to Holders by first-class mail,
postage prepaid, mailed not less than 10 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);



 




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



 


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



 


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



 


		(6)	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 numbers of the Securities of such series; provided, however, that no representation will be
made as to the correctness or accuracy of the CUSIP number, 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 written 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.


 


Section 1105.   
Deposit of Redemption Price.


 


By no later than 11:00 a.m. (New York City time) on any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date 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 a Subsidiary 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.


 




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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, but excluding, 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; provided further that,
unless otherwise specified as contemplated by ‎Section 301, if the
Redemption Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be
payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date.


 


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
XIIError! Reference source not found. 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.


 




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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.


 


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


 


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, Sections ‎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 Sections ‎1302
and ‎1303 applied to any Securities or


 




    56


     


    

any series of Securities, designated pursuant to ‎Section
301 as being defeasible pursuant to such ‎Section 1302 or ‎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 Board Resolution, Officer’s Certificate 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 (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at
the cost and expense of the Company, shall execute such instruments reasonably requested by the Company 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(3) and any covenants provided pursuant to ‎Section 301(19), ‎Section
901(1) or ‎Section 901(7) 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 (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section, 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.


 


Section 1304.   
Conditions to Defeasance or Covenant Defeasance.


 




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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 on
the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “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.



 


		(2)	In the event of an election to have ‎Section
1302 apply to any Securities or any series of Securities 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 beneficial owners 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.



 




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		(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 beneficial owners 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 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.



 


		(7)	The Company shall have delivered to the Trustee an Officer’s Certificate 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 its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and
premium, if any, and interest, 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


 




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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 obligations of
the Company has occurred and continues to be in effect.


 


Article
XIV

GUARANTEE OF SECURITIES


 


Section 1401.   
Unconditional Guarantee.


 


Each of the Guarantors hereby fully and unconditionally, jointly and
severally, guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company to the Holders
or the Trustee hereunder or thereunder, that: (a) the principal of and any premium or interest on the Securities will be duly and punctually
paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and (to the extent permitted by law) interest
on the overdue principal, premium and interest, if any, on the Securities and all other obligations of the Company or the Guarantors to
the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other obligations under this Indenture
or the Securities will be duly and punctually paid in full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of any Securities or any of such other obligations under this Indenture or the
Securities or any change in the time, manner or place of payment of, or in any other term in respect thereof, or waiver of or consent
to any departure from any other agreement


 




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relating to any obligations under this Indenture or the Securities,
the same will be duly and punctually paid in full when due or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any
other obligation of the Company to the Holders, for whatever reason, the Guarantors shall be obligated to pay, or to perform or cause
the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default
under this Guarantee and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same
manner and to the same extent as the obligations of the Company.


 


The Guarantors hereby agree that their obligations hereunder shall
be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment
whatsoever (all of which are expressly hereby waived by the Guarantors) whether by reason of any claim of any character whatsoever, including
any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to any Guarantor or otherwise,
whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise
and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of the
validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver
or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same, any release or amendment or waiver of or consent to any departure from or failure to enforce
any other guarantee, for all or any of the Securities or other obligations under this Indenture, whether or not a Guarantee is affixed
to any particular Security, any insolvency, bankruptcy, reorganization or dissolution, or any other proceeding of the Company, or any
Guarantor, including rejection of any Guarantee in such bankruptcy or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of a guarantor.


 


Each Guarantor hereby waives the benefit of diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except
by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee
of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to the
Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount
paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee,
on the other hand (a) subject to this Article XIV, the maturity of the obligations guaranteed hereby may be accelerated as provided in
Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article V
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of
this Guarantee.


 




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Section 1402.Execution and
Delivery of Guarantee.


 


To further evidence the Guarantee set forth in Section 1401, each Guarantor
hereby agrees that it shall execute a Guarantee substantially in the form attached hereto as Exhibit A and that a notation of such
Guarantee shall be endorsed on each Security authenticated and delivered by the Trustee and executed by either manual or facsimile signature
of an officer of such Guarantor.


 


Each Guarantor hereby agrees that its Guarantee set forth in Section
1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.


 


If an officer of a Guarantor whose signature is on this Indenture or
a Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, such Guarantor’s
Guarantee of such Security shall be valid nevertheless.


 


The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.


 


Section 1403.Future Guarantors.


 


The Company covenants and agrees that it shall cause each Person that
becomes a Guarantor hereunder after the date hereof to execute and deliver to the Trustee a supplemental indenture hereto, substantially
in the form of Schedule II attached hereto, evidencing the same.


 


Section 1404.Release of a
Guarantor.


 


A Guarantor shall be deemed to be automatically and unconditionally
released and discharged from all its obligations under its Guarantee and under this Article XIV without any further action required on
the part of the Trustee or any Holder upon:


 


(1)  the release of such Guarantor
from any obligations that resulted in such Guarantor’s Guarantee of any particular series of Securities;


 


(2)  the disposition of capital
stock or other equity interests of such Guarantor (including by merger or consolidation), of all, or substantially all the assets of a
Guarantor, such that it no longer is a Subsidiary of the Company; or


 


(3)  the defeasance or satisfaction
and discharge of any series of Securities.


 


The Trustee shall deliver such instruments reasonably requested by
the Company evidencing such release and discharge upon receipt of a Company Request accompanied by an Officers’ Certificate certifying
as to the compliance with this Section 1404.


 


Section 1405.Waiver of Subrogation


 


Until this Indenture is discharged and all of the Securities are discharged
and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under
the Securities or this Indenture


 




    62


     


    

and such Guarantor’s obligations under this Guarantee and this
Indenture, in any such instance including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any
right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including the right to take or receive from the Company, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any
Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have
been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in the trust for
the benefit of, the Holders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied to the Securities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges
that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 1405 is knowingly made in contemplation of such benefits.


 


Section 1406.Reliance on Judicial
Order or Certificate of Liquidating Agent Regarding Dissolution, Etc. of Guarantors.


 


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


 


Section 1407.Limitation of
Guarantor’s Liability.


 


Notwithstanding any other provision hereof, each Guarantor, and by
its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant
to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law. To effectuate
the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Guarantee
shall be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, will
result in the obligations of the Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.


 


Section 1408.Obligations Reinstated.


 




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The obligations of each Guarantor hereunder shall continue to be effective
or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of such Guarantor
hereunder (whether such payment shall have been made by or on behalf of the Company) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of the Company or such Guarantor or otherwise, all as though such payment
had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation
or reorganization of the Company, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable
by each Guarantor as provided herein.


 


Section 1409.No Obligation
to Take Action Against the Company.


 


Neither the Trustee nor any other Person shall have any obligation
to enforce or exhaust any rights or remedies or to take any other steps under any security for the obligations under this Indenture or
against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment
and performance by any Guarantor of its liabilities and obligations under its Guarantee or under this Indenture.


 


* * *


 


[Signature page follows]


 




    64


     


    

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.


 


	 	REYNOLDS CONSUMER PRODUCTS INC., as Issuer
	 	 
	 	By:	 
	 	 
	 	 
	 	REYNOLDS Presto Products INC., as Guarantor
	 	 
	 	By:	 
	 	 
	 	 
	 	
    Trans Western Polymers,
INC., as Guarantor

	 	 
	 	By:	 
	 	 
	 	 
	 	
    Reynolds Consumer Products
Holdings LLC, as Guarantor

	 	 
	 	By:	 
	 	 
	 	 
	 	
    REYNOLDS International
Services LLC, as Guarantor

	 	 
	 	By:	 
	 	 
	 	 
	 	
    REYNOLDS Consumer Products
LLC, as Guarantor

	 	 
	 	By:	 






 



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    REYNOLDS Manufacturing, Inc.,
    as Guarantor

     

	 	 
	 	 
	 	 
	 	
    WILMINGTON TRUST, NATIONAL
    ASSOCIATION, as Trustee

     

	 	 
	 	By:	 
	 	 
	 	 
	 	 




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Schedule I


 


Guarantors


 


	 
	 
	
    Reynolds Consumer Products Holdings
LLC 

    Reynolds Consumer Products LLC 

	Reynolds International Services LLC
	
    Reynolds Manufacturing, Inc. 

    Reynolds Presto Products Inc. 

	Trans Western Polymers, Inc.



 



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SCHEDULE II


 


Form of Supplemental Indenture to Add Additional
Guarantor


 


REYNOLDS CONSUMER PRODUCTS INC., as Issuer


THE ADDITIONAL GUARANTOR NAMED HEREIN


AND


WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee


Supplemental Indenture No. ____


Dated as of ____, ____


Notes due ____, ____


 


SUPPLEMENTAL INDENTURE NO. ____, dated as of ,
between Reynolds Consumer Products Inc., a Delaware corporation (the “Company”), (the “Additional Guarantor”)
and Wilmington Trust, National Association, a national banking association duly organized under the laws of the United States, as Trustee
(the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the Guarantors party thereto
and the Trustee have executed and delivered an Indenture dated as of ____, ____ (as amended and supplemented, the “Indenture”),
to provide for the issuance from time to time of the Company’s Securities;


 


WHEREAS, Section 1403 of the Indenture provides
that each Person who becomes a Guarantor shall execute a supplemental indenture evidencing the same;


 


WHEREAS, Section 901(15) of the Indenture permits
the Company and the Trustee to execute and deliver this Supplemental Indenture No. without the consent of Holders of the Securities;


 


WHEREAS, the Additional Guarantor desires to become
a Guarantor under the Indenture; and


 


WHEREAS, all acts and proceedings required by the
Indenture and the organizational documents of the Company and the Additional Guarantor necessary to constitute this Supplemental Indenture
No. ____ a valid and binding agreement for the uses and purposes set forth herein have been done and performed, and the execution and
delivery of this Supplemental Indenture No. ____ have in all respects been duly authorized.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and good
and valuable consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate
benefit of the Holders of the Securities of each series, as follows:


 


ARTICLE 1


 




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RELATION TO THE INDENTURE; DEFINITIONS AND


 


OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 101. Relation to the Indenture. This
Supplemental Indenture No. ____ constitutes an integral part of the Indenture.


 


SECTION 102. Definitions and Other Provisions
of General Application. For all purposes of this Supplemental Indenture No. ____ unless otherwise specified herein:


 


(a) all terms defined in this Indenture which are
used and not otherwise defined herein shall have the meanings they are given in the Indenture; and


 


(b) the provisions of general application stated
in Section 101 of the Indenture shall apply to this Supplemental Indenture No. ____, except that the words “herein,” “hereof,”
“hereto” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and
not to the Indenture or any particular Article, Section or other subdivision of the Indenture or this Supplemental Indenture No. ____.


 


ARTICLE 2


 




ADDITION OF GUARANTOR


 


SECTION 201. Addition of Guarantor. The
Additional Guarantor is hereby made a party to the Indenture as a Guarantor thereunder.


 


ARTICLE 3


 




MISCELLANEOUS PROVISIONS


 


SECTION 301. Supplemental Indenture. The
Indenture, as supplemented and amended by this Supplemental Indenture No. ____, is in all respects hereby adopted, ratified and confirmed.


 


SECTION 302. Effectiveness. This Supplemental
Indenture No. ____ shall take effect as of the date hereof.


 


SECTION 303. Execution by the Trustee. The
Trustee has executed this Supplemental Indenture No. ____ only upon the terms and conditions set forth in the Indenture. Without limiting
the generality of the foregoing, the Trustee shall not be responsible for the correctness of the recitals herein contained, which shall
be taken as statements of the Company and the Additional Guarantor, and the Trustee makes no representation and shall have no responsibility
for, or in respect of, the validity or sufficiency of this Supplemental Indenture No. ____or the execution hereof by any Person (other
than the Trustee).


 




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SECTION 304. Governing Law. This Supplemental
Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws
principles thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). To the fullest extent
permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough
of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture
or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The
Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any
such suit, action or proceeding brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding upon the Company, and may be enforced in any courts to the jurisdiction of which
the Company is subject by a suit upon such judgment, provided, that service of process is effected upon the Company in the manner specified
herein or as otherwise permitted by law.


 


SECTION 305. Counterparts. This Supplemental
Indenture No. ____ may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture No. ____ to be duly executed, as of the day and year first written above.


 


	 	 	 	
    Reynolds Consumer Products Inc.,

as Issuer 

	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	[Additional Guarantor(s)],

as Guarantor
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	 	Wilmington Trust, National Association 

as Trustee
	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:



 



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EXHIBIT A


 


FORM OF GUARANTEE


 


__________________ (the “Guarantor”)
hereby, jointly and severally with each other Guarantor, fully and unconditionally guarantees (such guarantee being referred to herein
as the “Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the Securities,
whether at maturity, upon redemption, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal,
premium and interest, if any, on the Securities, and the due and punctual performance of all other obligations of the Company to the Holders
or the Trustee, all in accordance with the terms set forth in Article Fourteen of the Indenture, dated as of _______ (the “Indenture”),
by and between Reynolds Consumer Products Inc., a Delaware corporation and Wilmington Trust, National Association, a national banking
association duly organized under the laws of the United States, as Trustee.


 


The obligations of the Guarantor to the Holders
of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, to the extent and in the manner
provided, in Article Fourteen of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Guarantee
therein made.


 


The Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by
the Trustee under the Indenture by the manual signature of one of its authorized signatories.


 


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


 


This Guarantee is subject to release upon the terms
set forth in the Indenture.


 


	 	 	 	 	 	, as Guarantor
	Dated:	 	 	 	By:	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 




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