Exhibit
4.3


 


INSPIREMD, INC.


 


TO


 


[_______________________],


 


as
Trustee


 


GUARANTEED
TO THE EXTENT SET FORTH HEREIN BY THE GUARANTORS NAMED HEREIN


 


INDENTURE


 


Dated
as of [_____________], 20[__]


 


SUBORDINATED
DEBT SECURITIES


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	 		Page
	Article
    One Definitions and Other Provisions of General Application	1
	 	 
	Section
    101	Definitions	1
	Section
    102	Compliance
    Certificates and Opinions	11
	Section
    103	Form
    of Documents Delivered to Trustee	12
	Section
    104	Acts
    of Holders	13
	Section
    105	Notices,
    etc., to the Trustee and Company	14
	Section
    106	Notice
    to Holders; Waiver	15
	Section
    107	Effect
    of Headings and Table of Contents	16
	Section
    108	Successors
    and Assigns	16
	Section
    109	Separability
    Clause	16
	Section
    110	Benefits
    of Indenture	16
	Section
    111	No
    Personal Liability	16
	Section
    112	Governing
    Law	16
	Section
    113	Legal
    Holidays	17
	Section
    114	Waiver
    of Jury Trial	17
	Section
    115	Counterparts	17
	Section
    116	Force
    Majeure	17
	 	 	 
	Article
    Two Securities Forms	17
	 	 
	Section
    201	Forms
    of Securities.	17
	Section
    202	Form
    of Trustee’s Certificate of Authentication	18
	Section
    203	Securities
    Issuable in Global Form	18
	Section
    204	CUSIP,
    CINS or ISIN Numbers	19
	 	 	 
	Article
    Three The Securities	20
	 	 	 
	Section
    301	Amount
    Unlimited; Issuable in Series	20
	Section
    302	Denominations	23
	Section
    303	Execution,
    Authentication, Delivery and Dating	24
	Section
    304	Temporary
    Securities	26
	Section
    305	Registration,
    Registration of Transfer and Exchange	28
	Section
    306	Mutilated,
    Destroyed, Lost and Stolen Securities	31
	Section
    307	Payment
    of Interest; Interest Rights Preserved	32
	Section
    308	Persons
    Deemed Owners	34
	Section
    309	Cancellation	35
	Section
    310	Computation
    of Interest	35
	 	 	 
	Article
    Four Satisfaction and Discharge	36
	 	 	 
	Section
    401	Satisfaction
    and Discharge of Indenture	36
	Section
    402	Application
    of Trust Fund	37
	 	 	 
	Article
    Five Remedies	37
	 	 
	Section
    501	Events
    of Default	37
	Section
    502	Acceleration
    of Maturity; Rescission and Annulment	39
	Section
    503	Collection
    of Indebtedness and Suits for Enforcement by Trustee	40


 




    	i



     


    

 


	Section
    504	Trustee
    May File Proofs of Claim	41
	Section
    505	Trustee
    May Enforce Claims Without Possession of Securities or Coupons	42
	Section
    506	Application
    of Money Collected	42
	Section
    507	Limitation
    on Suits	42
	Section
    508	Unconditional
    Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	43
	Section
    509	Restoration
    of Rights and Remedies	44
	Section
    510	Rights
    and Remedies Cumulative	44
	Section
    511	Delay
    or Omission Not Waiver	44
	Section
    512	Control
    by Holders of Securities	44
	Section
    513	Waiver
    of Past Defaults	45
	Section
    514	Waiver
    of Stay or Extension Laws	45
	Section
    515	Undertaking
    for Costs	45
	 	 	 
	Article
    Six The Trustee	46
	 	 
	Section
    601	Notice
    of Defaults	46
	Section
    602	Certain
    Rights of Trustee	46
	Section
    603	Not
    Responsible for Recitals or Issuance of Securities	48
	Section
    604	May
    Hold Securities	48
	Section
    605	Money
    Held in Trust	48
	Section
    606	Compensation
    and Reimbursement	48
	Section
    607	Corporate
    Trustee Required; Eligibility; Conflicting Interests	49
	Section
    608	Resignation
    and Removal; Appointment of Successor	50
	Section
    609	Acceptance
    of Appointment By Successor	51
	Section
    610	Merger,
    Conversion, Consolidation or Succession to Business	52
	Section
    611	Appointment
    of Authenticating Agent	53
	 	 	 
	Article
    Seven Holders’ Lists and Reports by Trustee and Company	54
	 	 
	Section
    701	Disclosure
    of Names and Addresses of Holders	54
	Section
    702	Reports
    by Trustee	54
	Section
    703	Reports
    by Company	55
	Section
    704	Company
    to Furnish Trustee Names and Addresses of Holders	55
	 	 	 
	Article
    Eight Consolidation, Merger, Sale, Lease or Conveyance	56
	 	 	 
	Section
    801	Consolidations
    and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	56
	Section
    802	Rights
    and Duties of Successor Corporation	56
	Section
    803	Officers’
    Certificate and Opinion of Counsel	57
	 	 	 
	Article
    Nine Supplemental Indentures	57
	 	 
	Section
    901	Supplemental
    Indentures Without Consent of Holders	57
	Section
    902	Supplemental
    Indentures With Consent of Holders	59
	Section
    903	Execution
    of Supplemental Indentures	60
	Section
    904	Effect
    of Supplemental Indentures	60
	Section
    905	Conformity
    with Trust Indenture Act	60
	Section
    906	Reference
    in Securities to Supplemental Indentures	60


 




    	ii



     


    

 


	Section
    907	Notice
    of Supplemental Indentures	61
	 	 	 
	Article
    Ten Covenants	61
	 	 
	Section
    1001	Payment
    of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	61
	Section
    1002	Maintenance
    of Office or Agency	62
	Section
    1003	Money
    for Securities Payments to Be Held in Trust	63
	Section
    1004	(Omitted)	64
	Section
    1005	Provision
    of Financial Information	64
	Section
    1006	Statement
    as to Compliance	65
	Section
    1007	Additional
    Amounts	65
	Section
    1008	Waiver
    of Certain Covenants	66
	 	 	 
	Article
    Eleven Redemption of Securities	66
	 	 
	Section
    1101	Applicability
    of Article	66
	Section
    1102	Election
    to Redeem; Notice to Trustee	66
	Section
    1103	Selection
    by Trustee of Securities to Be Redeemed	67
	Section
    1104	Notice
    of Redemption	67
	Section
    1105	Deposit
    of Redemption Price	68
	Section
    1106	Securities
    Payable on Redemption Date	69
	Section
    1107	Securities
    Redeemed in Part	70
	 	 	 
	Article
    Twelve Sinking Funds	70
	 	 	 
	Section
    1201	Applicability
    of Article	70
	Section
    1202	Satisfaction
    of Sinking Fund Payments with Securities	70
	Section
    1203	Redemption
    of Securities for Sinking Fund	71
	 	 	 
	Article
    Thirteen Repayment at the Option of Holders	71
	 	 	 
	Section
    1301	Applicability
    of Article	71
	Section
    1302	Repayment
    of Securities	71
	Section
    1303	Exercise
    of Option	72
	Section
    1304	When
    Securities Presented for Repayment Become Due and Payable	72
	Section
    1305	Securities
    Repaid in Part	73
	 	 	 
	Article
    Fourteen Defeasance and Covenant Defeasance	73
	 	 
	Section
    1401	Applicability
    of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	73
	Section
    1402	Defeasance
    and Discharge	74
	Section
    1403	Covenant
    Defeasance	74
	Section
    1404	Conditions
    to Defeasance or Covenant Defeasance	75
	Section
    1405	Deposited
    Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	76
	Section
    1406	Reinstatement	77
	 	 	 
	Article
    Fifteen Meetings of Holders of Securities	78
	 	 	 
	Section
    1501	Purposes
    for Which Meetings May Be Called	78
	Section
    1502	Call,
    Notice and Place of Meetings	78


 




    	iii



     


    

 


	Section
    1503	Persons
    Entitled to Vote at Meetings	78
	Section
    1504	Quorum;
    Action	79
	Section
    1505	Determination
    of Voting Rights; Conduct and Adjournment of Meetings	80
	Section
    1506	Counting
    Votes and Recording Action of Meetings	81
	Section
    1507	Evidence
    of Action Taken by Holders	81
	Section
    1508	Proof
    of Execution of Instruments	81
	 	 
	Article
    Sixteen Conversion or Exchange of Securities	81
	 	 
	Section
    1601	Applicability
    of Article	81
	Section
    1602	Election
    to Exchange; Notice to Trustee and Holders	81
	Section
    1603	No
    Fractional Shares	82
	Section
    1604	Adjustment
    of Conversion Rate or Exchange Rate	82
	Section
    1605	Payment
    of Certain Taxes Upon Exchange	83
	Section
    1606	Shares
    Free and Clear	83
	Section
    1607	Cancellation
    of Security	83
	Section
    1608	Duties
    of Trustee Regarding Exchange and Conversion	83
	Section
    1609	Repayment
    of Certain Funds Upon Exchange or Conversion	84
	Section
    1610	Exercise
    of Conversion or Exchange Privilege	84
	Section
    1611	Effect
    of Consolidation or Merger on Exchange or Conversion Privilege	85
	 	 	 
	Article
    Seventeen Subordination	86
	 	 	 
	Section
    1701	Agreement
    to Subordinate	86
	Section
    1702	Liquidation;
    Dissolution; Bankruptcy	86
	Section
    1703	Default
    on Senior Debt	87
	Section
    1704	Acceleration
    of Securities	87
	Section
    1705	When
    Distribution Must Be Paid Over	87
	Section
    1706	Notice
    by Company	87
	Section
    1707	Subrogation	88
	Section
    1708	Relative
    Rights	88
	Section
    1709	Subordination
    May Not Be Impaired by Company	88
	Section
    1710	Distribution
    or Notice to Representative	88
	Section
    1711	Notice
    to Trustee	89
	Section
    1712	Reliance
    on Judicial Order or Certificate of Liquidating Agent	89
	Section
    1713	Trustee
    Not Fiduciary for Holders of Senior Debt	89
	Section
    1714	Rights
    of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	90
	 	 	 
	Article
    Eighteen Guarantees	90
	 	 
	Section
    1801	Guarantee	90


 


Testimonium


Signatures
and Seals


Acknowledgements


Exhibit
A - Forms of Certification


 







    	iv



     


    

 


Reconciliation
and tie between Trust Indenture Act of 1939, as amended (the “TIA”), and Indenture, dated as of [____________], 20[__].


 


	Trust
    Indenture Act Section	 	Indenture
    Section
	Section
    310(a)(1)	 	607
	(a)(2)	 	607
	(b)	 	608
	Section
    312(c)	 	701
	Section
    314(a)	 	703
	(a)(4)	 	1006
	(c)(1)	 	102
	(c)(2)	 	102
	(e)	 	102
	Section
    315(b)	 	601
	Section
    316(a) (last sentence)	 	101
    (“Outstanding”)
	(a)(1)(A)	 	502,
    512
	(a)(1)(B)	 	513
	(b)	 	508
	Section
    317(a)(1)	 	503
	(a)(2)	 	504
	Section
    318(a)	 	112
	(c)	 	112


 


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


 


Attention
should also be directed to Section 318(c) of the TIA, which provides that the provisions of Sections 310 to and including Section 317
of the TIA are a part of and govern every qualified indenture, whether or not physically contained therein.


 







    	v



     


    

 


INDENTURE


 


INDENTURE,
dated as of [_____________], 20[__], by and between INSPIREMD, INC., a corporation organized under the laws of the State
of Delaware (hereinafter called the “Company”), the guarantors listed on Schedule I hereto, as such schedule may be
amended from time to time (the “Guarantors”), and [__________________],as Trustee hereunder (hereinafter called the
“Trustee”).


 


RECITALS
OF THE COMPANY


 


The
Company deems it necessary to issue from time to time for its lawful purposes subordinated debt securities (hereinafter called the “Securities”)
evidencing its unsecured indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of one or more series of Securities, unlimited as to principal amount, to bear interest at the rates or formulas, to
mature at such times and to have such other provisions as shall be fixed therefor as hereinafter provided.


 


This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture,
and shall be governed by such provisions; provided that if any provision of this Indenture modifies any TIA (as defined herein) provision
that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified; provided further that if any provision
of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
One


Definitions and Other Provisions of General Application


 


Section
101 Definitions.


 


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


 


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


 


(b)
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, and the terms “cash transaction” and “self-liquidating paper,” as used
in Trust Indenture Act Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture
Act;


 




    	 



     


    

 


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


 


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


 


Certain
terms, used principally in Article Three, Article Five, Article Six and Article Ten, are defined in those
Articles. In addition, the following terms shall have the indicated respective meanings:


 


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


 


“Additional
Amounts” means any additional amounts which are required by a Security, under circumstances specified therein, to be paid by
the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders.


 


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


 


“Authenticating
Agent” means any authenticating agent appointed by the Trustee to act on behalf of the Trustee pursuant to Section 611.


 


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


 


“Bankruptcy
Law” has the meaning specified in Section 501.


 


“Bearer
Security” means a Security which is payable to bearer.


 


“Board
of Directors” means either (i) the Board of Directors of the Company, the executive committee or any other committee or director
of that board duly authorized to act for it in respect hereof, or (ii) one or more duly authorized officers of the Company to whom the
Board of Directors of the Company or a committee thereof has delegated the authority to act with respect to the matters contemplated
by this Indenture.


 



    	2



     


    

 


“Board
Resolution” means (i) a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors or a committee thereof, and to be in full force and effect on the date of such certification,
and delivered to the Trustee or (ii) a certificate signed by the authorized officer or officers of the Company to whom the Board of Directors
of the Company or a committee thereof has delegated its authority (as described in the definition of Board of Directors), and in each
case, delivered to the Trustee.


 


“Business
Day” when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, any day, other than a Saturday
or Sunday, that is not (i) a legal holiday or a day on which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close, or (ii) a day on which the Corporate Trust Office of the Trustee
is closed for business.


 


“Common
Stock” means, with respect to any Person, any common stock (including preferred stock), shares, interest, participations or
other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable
for corporate stock), warrants or options to purchase any thereof.


 


“Clearstream”
means Clearstream Banking, S.A., Luxembourg, or its successor.


 


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


 


“Common
Depository” has the meaning specified in Section 304(b).


 


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


 


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


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than the ECU or other currency unit) both by the government
of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions
by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for
the purposes for which it was established.


 



    	3



     


    

 


“Corporate
Trust Office” means the office of the Trustee at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at [_________________], [_________________], or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such
other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).


 


“corporation”
includes corporations, associations, companies and business or statutory trusts.


 


“coupon”
means any interest coupon appertaining to a Bearer Security.


 


“Custodian”
has the meaning specified in Section 501.


 


“Debt”
means the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness
of the Company for money borrowed, whether any such indebtedness exists as of the date of the Indenture or is created, incurred, assumed
or guaranteed after such date:


 


(i)
any debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations)
given in connection with the acquisition of any business, property or assets, whether by purchase, merger, consolidation or otherwise,
but shall not include any account payable or other obligation created or assumed in the ordinary course of business in connection with
the obtaining of materials or services, or (c) which is a direct or indirect obligation which arises as a result of banker’s acceptances
or bank letters of credit issued to secure obligations of the Company, or to secure the payment of revenue bonds issued for the benefit
of the Company, whether contingent or otherwise;


 


(ii)
any debt of others described in the preceding clause (i) which the Company has guaranteed or for which it is otherwise liable;


 


(iii)
the obligation of the Company, as lessee under any lease of property which is reflected on the Company’s balance sheet as a capitalized
lease; and


 


(iv)
any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described in any of the preceding clauses
(i), (ii), and (iii); provided, however, that, in computing indebtedness of the Company, there shall be excluded any particular indebtedness
if, upon or prior to the maturity thereof, there shall have been deposited with a depository in trust money (or evidence of indebtedness
if permitted by the instrument creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness as it
becomes due, and the amount so deposited shall not be included in any computation of the assets of the Company.


 


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


 



    	4



     


    

 


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


 


“DTC”
means The Depository Trust Company.


 


“ECU”
means the European Currency Unit as defined and revised from time to time by the Council of the European Communities.


 


“Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor as operator of the Euroclear System.


 


“European
Communities” means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community.


 


“European
Monetary System” means the European Monetary System established by the Resolution of December 5, 1978 of the Council of the
European Communities.


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Commission.


 


“Exchange
Date” has the meaning specified in Section 304.


 


“Foreign
Currency” means any currency, currency unit or composite currency, including, without limitation, the ECU, issued by the government
of one or more countries other than the United States of America or by any recognized confederation or association of such governments,
which currency shall be acceptable to the Trustee.


 


“GAAP”
means generally accepted accounting principles as used in the United States applied on a consistent basis as in effect from time to time;
provided that solely for purposes of any calculation required by the financial covenants contained herein, “GAAP”
shall mean generally accepted accounting principles as used in the United States on the date hereof, applied on a consistent basis.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States of America or the government which issued
the Foreign Currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America or such government which issued the Foreign Currency in which the Securities of such series are payable, the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government, which,
in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal
of any such Government Obligation held by such custodian for the account of the holder of a depository receipt, 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 depository receipt
from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.


 



    	5



     


    

 


“Guarantee”
means a guarantee by any Guarantor of an obligation under this Indenture.


 


“Holder”
means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case
of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established
as contemplated by Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular series of Securities
for which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms which
relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted,
and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee, was not a party.


 


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


 


“Interest”
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section
1007, includes such Additional Amounts.


 


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


 


“Make-Whole
Amount” means the amount, if any, in addition to principal which is required by a Security, under the terms and conditions
specified therein or as otherwise specified as contemplated by Section 301, to be paid by the Company to the Holder thereof in
connection with any optional redemption or accelerated payment of such Security.


 


“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, notice of redemption,
notice of option to elect repayment, repurchase or otherwise.


 



    	6



     


    

 


“Officers’
Certificate” means a certificate signed by the President or a Vice President and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, delivered to the Trustee and meeting the requirements of Section 102,
to the extent applicable.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company or other counsel satisfactory
to the Trustee and meeting the requirements of Section 102, to the extent applicable.


 


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


 


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


 


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


 


(b)
Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder 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 and any coupons appertaining
thereto; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture
or other provision therefor satisfactory to the Trustee has been made;


 


(c)
Securities, except solely to the extent provided in Section 1402 or Section 1403, as applicable, with respect to which
the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen;


 


(d)
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


 


(e)
Securities that have been converted into Common Stock of the Company pursuant to or in accordance with this Indenture if the terms of
such Securities provide for convertibility pursuant to Section 301;


 



    	7



     


    

 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and
for the purpose of making the calculations required by TIA Section 313, (A) the principal amount of an Original Issue Discount Security
that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination,
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, (B) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose
shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such Security is originally issued
by the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (A) above) of such Security, (C) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall
be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Indexed
Security pursuant to Section 301, and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor. Upon the written request of the Trustee, the Company shall furnish
to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned
by, held by or for the account of the Company, or any other obligor on the Securities or any Affiliate of the Company or such obligor,
and subject to the provisions of Section 602, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any
such determination.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest,
if any, on any Securities, or coupons on behalf of the Company, or if no such Person is authorized, the Company.


 


“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.


 


“Place
of Payment” means, when used with respect to the Securities of or within any series, the place or places (which, in the case
of Bearer Securities, shall be outside the United States) where the principal of (and premium or Make-Whole Amount, if any) and interest
on such Securities are payable as specified as contemplated by Section 301 and Section 1002.


 


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


 



    	8



     


    

 


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


 


“Registered
Security” means any Security which is registered in the Security Register.


 


“Regular
Record Date” for the installment of interest payable on any Interest Payment Date on the Registered Securities of or within
any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day.


 


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


 


“Repayment
Price” means, when used with respect to any Security to be repaid or purchased at the option of the Holder, the price at which
it is to be repaid or repurchased pursuant to this Indenture.


 


“Representative”
means the indenture trustee or other trustee, agent or representative for an issuance of Senior Debt.


 


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


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.


 


“Security”
has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of or within any series as to which such Person is not Trustee.


 


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


 


“Senior
Debt” means the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding),
fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following
indebtedness of the Company for money borrowed, whether any such indebtedness exists as of the date of the Indenture or is created, incurred,
assumed or guaranteed after such date:


 



    	9



     


    

 


(a)
any debt (1) for money borrowed, or (2) evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations)
given in connection with the acquisition of any business, property or assets, whether by purchase, merger, consolidation or otherwise,
but shall not include any account payable or other obligation created or assumed in the ordinary course of business in connection with
the obtaining of materials or services, or (3) which is a direct or indirect obligation which arises as a result of banker’s acceptances
or bank letters of credit issued to secure obligations of the Company, or to secure the payment of revenue bonds issued for the benefit
of the Company whether contingent or otherwise;


 


(b)
any debt of others described in the preceding clause (a) which the Company has guaranteed or for which it is otherwise liable;


 


(c)
the obligation of the Company as lessee under any lease of property which is reflected on the Company’s balance sheet as a capitalized
lease; and


 


(d)
any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described in any of the preceding clauses
(a), (b), and (c); provided, however, that, in computing indebtedness of the Company, there shall be excluded any particular indebtedness
if, upon or prior to the maturity thereof, there shall have been deposited with a depository in trust money (or evidence of indebtedness
if permitted by the instrument creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness as it
becomes due, and the amount so deposited shall not be included in any computation of the assets of the Company; provided, further, that
in computing the indebtedness of the Company hereunder, there shall be excluded (1) any such indebtedness, obligation or liability referred
to in clauses (a) through (c) above as to which, in the instrument creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such indebtedness, obligation or liability is not superior in right of payment to the Securities, or ranks pari passu
with the Securities, (2) any such indebtedness, obligation or liability which is subordinated to indebtedness of the Company to substantially
the same extent as or to a greater extent than the Securities are subordinated and (3) the Securities. There is no limit on the amount
of Senior Debt that the Company may incur.


 


“Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning of Regulation S-X,
promulgated under the Securities Act) of the Company.


 


“Special
Record Date” for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed
by the Trustee pursuant to Section 307.


 


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


 



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“Subsidiary”
means, with respect to any Person, any corporation or other entity of which a majority of (a) the voting power of the voting equity securities
or (b) the outstanding equity interests of which are owned, directly or indirectly, by such Person. For the purposes of this definition,
“voting equity securities” means equity securities having voting power for the election of directors, whether at all
times or only so long as no senior class of security has such voting power by reason of any contingency.


 


“Trust
Indenture Act” or “TIA” means the U.S. Trust Indenture Act of 1939, as amended and as in force at the date
as of which this Indenture was executed, except as provided in Section 905.


 


“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; provided, however, that if at any time there is more than one such Person, “Trustee”
as used with respect to the Securities of or within any series shall mean only the Trustee with respect to the Securities of that series.


 


“United
States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States
of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“United
States person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual
who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws
of the United States or of any state or the District of Columbia or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.


 


“Yield
to Maturity” means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent
predetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States
bond yield computation principles.


 


Section
102 Compliance Certificates and Opinions.


 


Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including
covenants, compliance with which constitute conditions precedent) 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.


 



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Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (excluding certificates
delivered pursuant to Section 1006) shall include:


 


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


 


(b)
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;


 


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


 


(d)
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 as 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 an Opinion of Counsel,
or a certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
opinion, certificate or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any
such Opinion of Counsel or certificate or representations 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 as to such factual matters is
in the possession of the Company, unless such counsel knows that the certificate or opinion or representations as 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.


 



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Section
104 Acts of Holders.


 


(a)
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If Securities
of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced
by the record of Holders of Securities of such series voting in favor thereof, whether in person or by proxies duly appointed in writing,
at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen,
or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1506.


 


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


 


(c)
The ownership of Registered Securities shall be proved by the Security Register or by a certificate of the Security Registrar.


 


(d)
The ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed, as depository,
by any trust company, bank, banker or other depository, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such person had on deposit with such depository, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security
is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered
in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership of Bearer Securities may also
be proved in any other manner which the Trustee deems sufficient.


 



    	13



     


    

 


(e)
If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination
of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall
have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in
connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven months after the record date.


 


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


 


Section
105 Notices, etc., to the Trustee and Company.


 


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


 


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


 


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


 



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Section
106 Notice to Holders; Waiver.


 


Where
this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided or otherwise specified with respect to any series of Securities pursuant
to Section 301) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address
as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed
to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.


 


If
by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to
give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee
shall constitute a sufficient notification to such Holders for every purpose hereunder.


 


Except
as otherwise expressly provided herein or otherwise specified with respect to any series of Securities pursuant to Section 301,
where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published
in an Authorized Newspaper in the City of New York and in such other city or cities as may be specified in such Securities, and if the
Securities of such series are listed on any stock exchange outside the United States, in any place at which such Securities are listed
on a securities exchange to the extent that such securities exchange so requires, on a Business Day, such publication to be not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be deemed
to have been given on the date of such publication or, if published more than once, on the date of the first such publication.


 


If
by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall
be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency
of any notice to Holders of Registered Securities given as provided herein.


 


Any
request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the country of publication.


 


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.


 



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Section
107 Effect of Headings and Table of Contents.


 


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


 


Section
108 Successors and Assigns.


 


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


 


Section
109 Separability Clause.


 


In
case any provision in this Indenture or in any Security or coupon 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
110 Benefits of Indenture.


 


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


 


Section
111 No Personal Liability.


 


No
recourse under or upon any obligation, covenant or agreement contained in this Indenture or any supplemental indenture, in any Security
or coupon appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such, or against
any past, present or future shareholder, officer, director or employee, as such, of the Company or of any successor, either directly
or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the execution of this Indenture and the issue of the Securities.


 


Section
112 Governing Law.


 


This
Indenture and the Securities and coupons shall be governed by and construed in accordance with the laws of the State of New York without
regard to conflicts of law principles of such state other than New York General Obligations Law Section 5-1401. This Indenture is subject
to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such
provisions.


 



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Section
113 Legal Holidays.


 


In
any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of
any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in
lieu hereof), payment of interest, if any, or any Additional Amounts or principal (and premium or Make-Whole Amount, if any) need not
be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on such Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity, as the case may be, provided that no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, to such next succeeding Business Day.


 


Section
114 Waiver of Jury Trial.


 


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


 


Section
115 Counterparts.


 


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


 


Section
116 Force Majeure.


 


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


 


Article
Two

Securities Forms


 


Section
201 Forms of Securities.


 


The
Registered Securities, if any, of each series and the Bearer Securities, if any, and related coupons of each series, shall be in substantially
the forms as shall be established in or pursuant to one or more indentures supplemental hereto or Board Resolutions, shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which
the Securities may be listed, or to conform to usage.


 



    	17



     


    

 


Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached.


 


The
definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel
engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing
such Securities or coupons, as evidenced by their execution of such Securities or coupons.


 


Section
202 Form of Trustee’s Certificate of Authentication.


 


Subject
to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 


[_______________________],


 


as
Trustee


 


By:


 


Name:


 


Title:


 


Section
203 Securities Issuable in Global Form.


 


If
Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (h) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section
303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement
or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.


 



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The
provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security
was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in
the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section
303.


 


Notwithstanding
any provision of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any
premium or Make-Whole Amount and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified
therein.


 


Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (a) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered
form, or (b) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.


 


Section
204 CUSIP, CINS or ISIN Numbers.


 


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


 



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Article
Three


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 authority granted by one or more Board Resolutions,
and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable
(each of which (except for the matters set forth in clauses (a), (b) and (o) below), if so provided, may be determined from time to time
by the Company with respect to unissued Securities of or within the series when issued from time to time):


 


(a)
the title of the Securities of or within the series (which shall distinguish the Securities of such series from all other series of Securities);


 


(b)
any limit upon the aggregate principal amount of the Securities of or within the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of or within the series pursuant to Section 304, Section 305, Section 306, Section 906,
Section 1107, or Section 1305);


 


(c)
the date or dates, or the method by which such date or dates will be determined, on which the principal of the Securities of or within
the series shall be payable and the amount of principal payable thereon;


 


(d)
the rate or rates (which may be fixed or variable) at which the Securities of or within the series shall bear interest, if any, or the
method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue or the method by
which such date or dates shall be determined, the Interest Payment Dates on which such interest will be payable and the Regular Record
Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall
be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day
months;


 


(e)
the place or places, if any, other than or in addition to the Borough of Manhattan, the City of New York, where the principal of (and
premium or Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of, Securities of or
within the series shall be payable (which, in the case of Bearer Securities, shall be payable outside the United States), where any Registered
Securities of or within the series may be surrendered for registration of transfer, exchange or conversion and notices or demands to
or upon the Company in respect of the Securities of or within the series and this Indenture may be served;


 


(f)
the period or periods within which, the price or prices (including the premium or Make-Whole Amount, if any) at which, the currency or
currencies, currency unit or units or composite currency or currencies (each of which currency shall be acceptable to the Trustee) in
which and other terms and conditions upon which Securities of or within the series may be redeemed in whole or in part, at the option
of the Company, if the Company is to have the option;


 



    	20



     


    

 


(g)
the obligation, if any, of the Company to redeem, repay or purchase Securities of or within the series pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price
or prices at which, the currency or currencies, currency unit or units or composite currency or currencies (each of which currency shall
be acceptable to the Trustee) in which, and other terms and conditions upon which Securities of or within the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;


 


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


 


(i)
if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;


 


(j)
if other than the principal amount thereof, the portion of the principal amount of Securities of or within the series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal
amount of Securities of or within the series that is convertible in accordance with the provisions of this Indenture, or the method by
which such portion shall be determined;


 


(k)
if other than Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium or Make-Whole Amount, if
any) or interest, if any, or Additional Amounts, if any, on the Securities of or within the series shall be payable or in which the Securities
of or within the series shall be denominated, each of which Foreign Currencies shall be acceptable to the Trustee;


 


(l)
whether the amount of payments of principal of (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of or
within the series may be determined with reference to an index, formula or other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices), and
the manner in which such amounts shall be determined;


 


(m)
whether the principal of (and premium or Make-Whole Amount, if any) or interest, if any, or Additional Amounts, if any, on the Securities
of or within the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency
unit or units or composite currency or currencies (each of which currency shall be acceptable to the Trustee) other than that in which
such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which,
such election may be made, and the time and manner of, and identity of the exchange rate agent with responsibility for, determining the
exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities
are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in
which such Securities are to be so payable;


 



    	21



     


    

 


(n)
the designation of the initial exchange rate agent, if any or any depositories;


 


(o)
provisions, if any, granting special rights to the Holders of Securities of or within the series upon the occurrence of such events as
may be specified;


 


(p)
any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of
or within the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth
herein;


 


(q)
whether Securities of or within the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or
both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of or
within the series may be exchanged for Registered Securities of or within the series and vice versa (if permitted by applicable laws
and regulations), whether any Securities of or within the series are to be issuable initially in temporary global form and whether any
Securities of or within the series are to be issuable in permanent global form (with or without coupons) and, if so, whether beneficial
owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided
in Section 305, and, if Registered Securities of or within the series are to be issuable as a global Security, the identity of
the depository for such series;


 


(r)
the date as of which any Bearer Securities of or within the series and any temporary global Security representing Outstanding Securities
of or within the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;


 


(s)
the Person to whom any interest on any Registered 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,
the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which,
any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in
Section 304;


 


(t)
the applicability, if any, of Section 1402 and/or Section 1403 to the Securities of or within the series and any provisions
in modification of, in addition to or in lieu of any of the provisions of Article Fourteen;


 


(u)
if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security
of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or
terms of such certificates, documents or conditions;


 



    	22



     


    

 


(v)
if the Securities of or within the series are to be issued upon the exercise of debt warrants, the time, manner and place for such Securities
to be authenticated and delivered;


 


(w)
whether and under what circumstances the Company will pay Additional Amounts as contemplated by Section 1007 on the Securities
of or within the series to any Holder who is not a United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities
rather than pay such Additional Amounts (and the terms of any such option);


 


(x)
the obligation, if any, of the Company to permit the conversion of the Securities of such series into shares of Common Stock of the Company
and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion price
or rate, the conversion period, any adjustment of the applicable conversion price or rate and any requirements relative to the reservation
of such shares for purposes of conversion);


 


(y)
if convertible, any applicable limitations on the ownership or transferability of the Common Stock into which such Securities are convertible;
and


 


(z)
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture except as permitted by Section
905).


 


All
Securities of any one series and the coupons appertaining to any Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered or Bearer Securities issued in global form, as to denomination and except as may otherwise be provided
in or pursuant to such Board Resolution or in any indenture supplemental hereto. All Securities of any one series need not be issued
at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional
Securities of such series.


 


If
any of the terms of the Securities of any series are established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate record of such action(s) 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 for authentication and delivery of such Securities.


 


Section
302 Denominations.


 


The
Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect
to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series,
the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series other than Bearer
Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $5,000.


 



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Section
303 Execution, Authentication, Delivery and Dating.


 


The
Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its President or a Vice President, under
its corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretary. The signature of any of these officers
on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted
or otherwise reproduced on the Securities.


 


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


 


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 any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered
to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301 a Bearer Security may be delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may be, in the form set forth
in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section
301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which
any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and
this Indenture. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and canceled. 





 



    	24



     


    

 


If
all of the Securities of any series are not to be issued at one time and if the Board Resolution, Officers’ Certificate pursuant
to a Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such
as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon:


 


(a)
an Opinion of Counsel complying with Section 102 and stating that:


 


(1)
the form or forms of such Securities and any coupons have been, or will have been upon compliance with such procedures as may be specified
therein, established in conformity with the provisions of this Indenture;


 


(2)
the terms of such Securities and any coupons have been, or will have been upon compliance with such procedures as may be specified therein,
established in conformity with the provisions of this Indenture; and


 


(3)
such Securities, together with any coupons appertaining thereto, when completed pursuant to such procedures as may be specified therein,
and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered
by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting
the enforcement of creditors’ rights generally and to general equitable principles and to such other matters as may be specified
therein; and


 


(b)
an Officers’ Certificate complying with Section 102 and stating that all conditions precedent provided for in this Indenture
relating to the issuance of such Securities have been, or will have been upon compliance with such procedures as may be specified therein,
complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default with respect to such Securities
shall have occurred and be continuing.


 


Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver a Company Order, an Opinion of Counsel or an Officers’ Certificate otherwise required
pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificate,
with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security
of such series.


 


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


 


Each
Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as
contemplated by Section 301.


 


No
Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security or the Security to which such coupon appertains a certificate of authentication substantially in
the form provided for herein duly executed by the Trustee by manual signature of a Responsible Officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, 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 together with a written statement (which need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued or sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 



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Section
304 Temporary Securities.


 


(a)
Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized,
in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 


Except
in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of
such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining thereto),
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities
of the same series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange
for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. 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.


 


(b)
Unless otherwise provided as contemplated in Section 301, this Section 304(b) shall govern the exchange of temporary Securities
issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary
global Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository (the
“Common Depository”), for the benefit of Euroclear and Clearstream.


 



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Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global
Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in an aggregate principal
amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Common Depository to the Trustee, as the Company’s agent for such purpose,
to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate
and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities
of or within the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged.
The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section
301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation by the Common Depository, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary
global Security, if any, held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security, if any, held for its account then to be exchanged, each in
the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance
with the requirements of Section 303.


 


Unless
otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream,
as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available
from the offices of Euroclear or Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each
Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.


 



    	27



     


    

 


Until
exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that,
unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear or Clearstream or the
applicable Paying Agent on such Interest Payment Date upon delivery by Euroclear or Clearstream to the Trustee of a certificate or certificates
in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301),
for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in
the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and
the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification
was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest, if any, owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security.
Any interest so received by Euroclear or Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable
Paying Agent prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.


 


Section
305 Registration, Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment
a register for each series of Securities (the registers maintained in such office or in any such office or agency of the Company in a
Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to
such reasonable regulations as it or the Security Registrar may prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities; provided, however, that there shall be only one Security Register per series of
Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose
of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided. In the event
that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times
and to require that a copy of the Security Register in written form be delivered to it from time to time as reasonably requested.


 


Subject
to the provisions of this Section 305, upon surrender for registration of transfer of any Registered Security of any series at
any office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.


 


Subject
to the provisions of this Section 305, at the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing
identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any
such Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities.


 



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If
(but only if) permitted as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in
default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon
or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security
of the same series and like tenor after the close of business at such office or agency on (a) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment Date, or (b) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive.


 



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Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depository for any permanent global Security is DTC, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in part for definitive Securities, a global Security may be
transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it
is unwilling or unable to continue as depository for the applicable global Security or Securities or if at any time DTC ceases to be
a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Company shall appoint a successor
depository with respect to such global Security or Securities. If (a) a successor depository for such global Security or Securities is
not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability
or ineligibility, (b) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal
amount of the applicable series of Securities represented by such global Security or Securities advise DTC to cease acting as depository
for such global Security or Securities or (c) the Company, in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or more global Securities shall no longer be represented
by such global Security or Securities (provided, however, the Company may not make such determination during the 40-day restricted period
provided by Regulation S under the Securities Act or during any other similar period during which the Securities must be held in global
form as may be required by the Securities Act), then the Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities of like series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of
such global Security or Securities. If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange
such an interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall
have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged,
the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to
the principal amount of such beneficial owner’s interest in such permanent global Security. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be surrendered for exchange by DTC or such other depository
as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected
for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall
be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion
of a permanent global Security after the close of business at the office or agency where such exchange occurs on (x) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (y) any Special Record Date
and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance
with the provisions of this Indenture.


 



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


 


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


 


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, Section 906, Section 1107 or Section 1305 not
involving any transfer.


 


The
Company or the Trustee, as applicable, shall not be required (a) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of
the Securities to be redeemed under Section 1103 and ending at the close of business on (1) if such Securities are issuable only
as Registered Securities, the day of the mailing of the relevant notice of redemption and (2) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of redemption, or (b) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed
in part, the portion thereof not to be redeemed, or (c) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall
be simultaneously surrendered for redemption, or (d) to issue or to register the transfer or exchange of any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


 


Section
306 Mutilated, Destroyed, Lost and Stolen Securities.


 


If
any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company, together
with such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of them
harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.


 



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If
there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (b) 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 actual notice to the Company or the Trustee that such Security or coupon has been acquired by a bona
fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


 


Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding
to coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium or Make-Whole
Amount, if any), any interest on and any Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated
by Section 301, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining
thereto.


 


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


 


Every
new Security of any series with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if
any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.


 


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


 


Section
307 Payment of Interest; Interest Rights Preserved.


 


Except
as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest, if any, on any Registered Security may at the Company’s option be paid by (a) mailing
a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or (b) transfer to an account maintained by the payee located inside the
United States.


 



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Unless
otherwise provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest, if any, may
be made, in the case of a Bearer Security, by transfer to an account maintained by the payee with a bank located outside the United States.


 


Unless
otherwise provided as contemplated by Section 301, every permanent global Security will provide that interest, if any, payable
on any Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such
permanent global Security held for its account by DTC, Euroclear or Clearstream, as the case may be, for the purpose of permitting such
party to credit the interest, if any, received by it in respect of such permanent global Security to the accounts of the beneficial owners
thereof.


 


In
case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such
office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions
of this Indenture.





 



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Except
as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, any interest on
any Registered Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such
Holder, and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate or formula specified in the Securities
of such series (such defaulted interest and, if applicable, interest thereon herein collectively called “Defaulted Interest”)
may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:


 


(a)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less
than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount
of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) 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 on
or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice (which notice shall be prepared by the Company) of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Registered Securities of such series at his address as it appears in the Security Register not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (b). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment
for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not
be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.


 


(b)
The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company, in writing, 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 and Section 305, 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.


 


Section
308 Persons Deemed Owners.


 


Prior
to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Section 305 and Section 307) interest
on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 



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Title
to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security
or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.


 


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


 


Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company
or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depository, as a Holder,
with respect to such global Security or impair, as between such depository and owners of beneficial interests in such global Security,
the operation of customary practices governing the exercise of the rights of such depository (or its nominee) as Holder of such global
Security.


 


Section
309 Cancellation.


 


All
Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange
or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose shall be promptly
canceled 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 canceled by the Trustee. If the Company shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the
same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the Trustee
shall be destroyed by the Trustee and, if requested in writing by the Company, the Trustee shall deliver a certificate of such destruction
to the Company, unless by a Company Order the Company directs their return to it.


 


Section
310 Computation of Interest.


 


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


 



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Article
Four


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 any right to receive Additional Amounts, as provided in Section 1007), and the Trustee, upon receipt of a Company Order,
and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to
such series when:


 


(a)
either:


 


(1)
all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender
is not required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called
for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and
(iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or


 


(2)
all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation


 


(i)
have become due and payable, or


 


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


 


(iii)
if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of
(i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series
are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to
the Trustee for cancellation, for principal (and premium or Make-Whole Amount, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;


 


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


 



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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section
606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited
with and held by the Trustee pursuant to subclause (2) of clause (a) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003, shall survive.


 


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


 


Section
402 Application of Trust Fund.


 


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 Securities, the coupons 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 or Make-Whole Amount, if any), and any interest and Additional Amounts for whose
payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other funds except
to the extent required by law.


 


Article
Five

Remedies


 


Section
501 Events of Default.


 


Subject
to any modifications, additions or deletions relating to any series of Securities as contemplated pursuant to Section 301, “Event
of Default,” wherever used herein with respect to any particular series of Securities, means any one of the following events
(whatever the reason for such Event of Default and whether or not 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):


 


(a)
default in the payment of any interest upon or any Additional Amounts payable in respect of any Security of or within that series or
of any coupon appertaining thereto, when such interest, Additional Amounts or coupon becomes due and payable, and continuance of such
default for a period of 30 days; or


 


(b)
default in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security of that series when it becomes
due and payable at its Maturity; or


 



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(c)
default in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series; or


 


(d)
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to any Security of that
series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


(e)
default under a bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed
or for which the Company is directly responsible or liable as obligor or guarantor), having a principal amount outstanding in excess
of $20,000,000 (other than indebtedness which is non-recourse to the Company or the Subsidiaries), whether such indebtedness now exists
or shall hereafter be created, which default shall have resulted in such indebtedness being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having
been rescinded or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or


 


(f)
the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Subsidiaries
in an aggregate amount (excluding amounts covered by insurance) in excess of $20,000,000 and such judgments, orders or decrees remain
undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of $20,000,000 for a
period of 60 consecutive days; or


 


(g)
the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(1)
commences a voluntary case,


 


(2)
consents to the entry of an order for relief against it in an involuntary case,


 


(3)
consents to the appointment of a Custodian of it or for all or substantially all of its property, or


 


(4)
makes a general assignment for the benefit of its creditors; or


 



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


 


(1)
is for relief against the Company or any Significant Subsidiary in an involuntary case,


 


(2)
appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of either of its property; or


 


(3)
orders the liquidation of the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 days;
or


 


(i)
any other Event of Default provided with respect to Securities of that series.


 


As
used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state
law for the relief of debtors and the term “Custodian” means any receiver, trustee, assignee, liquidator or other
similar official under any Bankruptcy Law.


 


Section
502 Acceleration of Maturity; Rescission and Annulment.


 


If
an Event of Default described in clause (a), (b), (c), (d), (e), (f) or (i) of Section 501, with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series may declare the principal (or, if any Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of, and the Make-Whole
Amount, if any, on, all the Outstanding Securities of that series and any accrued and unpaid cash interest through the date of such declaration
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately due and payable.


 


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


 


(a)
the Company has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which
the Securities of such series is payable (except as otherwise specified pursuant to Section 301 for the Securities of such series):


 


(1)
all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and
any related coupons;


 


(2)
the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities of that series which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities;


 



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(3)
to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the
rate or rates borne by or provided for in such Securities; and


 


(4)
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(b)
all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium or Make-Whole
Amount, if any) or interest, if any, on Securities of that series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.


 


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


 


If
an Event of Default described in clause (g) or (h) of Section 501 occurs and is continuing, then the principal (or, if any Securities
are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof)
of, and the Make-Whole Amount, if any, on, all the Outstanding Securities of that series and any accrued interest through the occurrence
of such Event of Default, shall become due and payable immediately, without any declaration or other act by the Trustee or any other
Holder.


 


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


 


The
Company covenants that if:


 


(a)
default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of any series and any related
coupon when such interest or Additional Amount becomes due and payable and such default continues for a period of 30 days; or


 


(b)
default is made in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security of any series at its Maturity,
then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of such series
and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium or Make-Whole Amount, if
any) and interest and Additional Amounts, with interest upon any overdue principal (and premium or Make-Whole Amount, if any) and, to
the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest or Additional Amounts,
if any, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 



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


 


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 and any related coupons by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section
504 Trustee May File Proofs of Claim.


 


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


 


(a)
to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal
(and premium or Make-Whole Amount, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding; and


 


(b)
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 of Securities of such series and coupons to make such payments to the Trustee, and in the event that the Trustee shall
consent, in writing, to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or coupon in any such
proceeding.


 



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


 


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


 


Section
506 Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or premium or Make-Whole Amount, if any) or any interest and
any Additional Amounts, upon presentation of the Securities or coupons, or both, as the case may be (such presentation, in the case of
Bearer Securities or coupons, to occur only outside the United States), and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:


 


FIRST:
To the payment (such payment, in the case of Bearer Securities or coupons, to occur only outside the United States) of all amounts due
the Trustee and any predecessor Trustee under Section 606,


 


SECOND:
To the payment of the amounts then due and unpaid upon the Securities and coupons for principal (and premium or Make-Whole Amount, if
any) and interest and any Additional Amounts payable, 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 aggregate amounts due and payable on such Securities and coupons
for principal (and premium or Make-Whole Amount, if any), interest and Additional Amounts, 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 or any related coupon shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 



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(b)
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default
described in clause (a), (b), (c), (d), (e), (f) or (i) of Section 501, or, in the case of any Event of Default described in clause
(g) or (h) of Section 501, the Holders of not less than 25% in principal amount of all Outstanding Securities, 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;


 


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


 


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


 


(e)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (a), (b), (c),
(d), (e), (f) or (i) of Section 501, or, in the case of any Event of Default described in clause (g) or (h) of Section 501,
the Holders of not less than 25% in principal amount of all Outstanding Securities; it being understood and intended that no one or more
of such Holders of Securities of the same series, in the case of any Event of Default described in clause (a), (b), (c), (d), (e), (f)
or (i) of Section 501, or, of Holders of all Securities in the case of any Event of Default described in clause (g) or (h) of
Section 501 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 (it being understood that the Trustee does not have an affirmative duty
to ascertain whether or not such actions or forebearance are unduly prejudicial to 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 such Holders of Securities of the same series, in the case of any Event of Default described in
clause (a), (b), (c), (d), (e), (f) or (i) of Section 501, or, of Holders of all Securities in the case of any Event of Default
described in clause (g) or (h) of Section 501.


 


Section
508 Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium or Make-Whole Amount, if any) and (subject to Section 305 and Section 307)
interest on, and any Additional Amounts in respect of, such Security or payment of such coupon on the respective due dates expressed
in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to convert or exchange such Securities in accordance
with Article Sixteen to institute suit for the enforcement of any such payment, conversion or exchange and such rights shall not
be impaired without the consent of such Holder.


 



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Section
509 Restoration of Rights and Remedies.


 


If
the Trustee or any Holder of a Security or coupon 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 the Company, the Trustee and the Holders of Securities and coupons shall, subject to any determination in
such proceeding, 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 has been instituted.


 


Section
510 Rights and Remedies Cumulative.


 


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


 


Section
511 Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Security or coupon 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 any acquiescence therein. Every
right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.


 


Section
512 Control by Holders of Securities.


 


With
respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of
such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee relating to or arising under clause (a), (b), (c), (d), (e), (f) or (i) of
Section 501; and, with respect to all Securities, the Holders of a majority in principal amount of all Outstanding Securities
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, not relating to or arising under clause (a), (b), (c), (d), (e), (f) or (i) of Section
501; provided that:


 


(a)
such direction shall not be in conflict with any rule of law or with this Indenture;


 


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


 



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(c)
the Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders of Securities
of such series not joining therein (but the Trustee shall have no obligation as to the determination of such undue prejudice).


 


Section
513 Waiver of Past Defaults.


 


The
Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series and any related coupons consent to the waiver of any past default hereunder with respect to such series
described in clause (a), (b), (c), (d), (e), (f) or (i) of Section 501 (or, in the case of a default described in clause (g) or
(h) of Section 501, the Holders of a majority in principal amount of all Outstanding Securities may waive any such past default
with respect to all series) and its consequences, except, in each case, a default:


 


(a)
in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or Additional Amounts payable in respect
of any Security of such series or any related coupons; or


 


(b)
in respect of a covenant or provision hereof which under Article Nine 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 Event of Default or impair any
right consequent thereon.


 


Section
514 Waiver of Stay or Extension Laws.


 


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


 


Section
515 Undertaking for Costs.


 


All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or Additional
Amounts payable with respect to any Security on or after the respective Stated Maturities expressed in such Security (or in the case
of redemption, on or after the Redemption Date).


 



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Article
Six

The Trustee


 


Section
601 Notice of Defaults.


 


Within
90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest on or any Additional Amounts with respect to any Security of such series, or in the payment of
any sinking fund installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice
if and so long as Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests
of the Holders of the Securities and coupons of such series; and provided further that in the case of any default or breach of the character
specified in Section 501(d) with respect to the Securities and coupons of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Securities of such series.


 


Section
602 Certain Rights of Trustee.


 


Subject
to the provisions of TIA Section 315(a) through 315(d):


 


(a)
the Trustee shall perform only such duties as are expressly undertaken by it to perform under this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee;


 


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


 


(c)
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant
to Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


 



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


 


(e)
the Trustee may consult with counsel of its choice and as a condition to the taking, suffering or omission of any action hereunder may
demand an Opinion of Counsel, 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;


 


(f)
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 of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(g)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon 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;


 


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


 


(i)
the Trustee shall not be liable for any action taken, suffered or omitted 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. The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it;


 


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


 


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


 



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


 


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


 


Section
603 Not Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any coupons shall be
taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that
the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T 1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Company of Securities or the proceeds thereof.


 


Section
604 May Hold Securities.


 


The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.


 


Section
605 Money Held in Trust.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall
be under no liability for interest on, or investment of, any money received by it hereunder.


 


Section
606 Compensation and Reimbursement.


 


The
Company agrees:


 


(a)
to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder, including extraordinary services
rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust);


 



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


 


(c)
to indemnify each of the Trustee and any predecessor Trustee and each of their respective directors, officers, agents and employees for,
and to hold each of them harmless against, any loss, damage, claim, liability or expense, arising out of or in connection with the acceptance
or administration of the trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection
with the provisions of this Section, except to the extent any such loss, liability or expense may be attributable to its own gross negligence
or bad faith.


 


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


 


When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(g) or Section
501(h), 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
provisions of this Section shall survive the termination of this Indenture or the resignation or removal of the Trustee.


 


Section
607 Corporate Trustee Required; Eligibility; Conflicting Interests.


 


There
shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000 or is a subsidiary of a corporation which shall be a Person that has a combined capital and
surplus of at least $50,000,000 and which unconditionally guarantees the obligations of the Trustee hereunder. If such Trustee or Person
publishes reports of condition at least annually, pursuant to law or the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Trustee or Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


 



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Section
608 Resignation and Removal; Appointment of Successor.


 


(a)
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.


 


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


 


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


 


(i)
the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder
of a Security who has been a bona fide Holder of a Security for at least six months; or


 


(ii)
the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company
or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or


 


(iii)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (1) the Company by or pursuant to a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all Securities, or (2) subject to TIA Section 315(e), any Holder of a Security
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


(d)
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, 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 of Securities and accepted appointment in the manner
hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.


 



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(e)
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 in the manner provided for notices to the Holders of
Securities 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
609 Acceptance of Appointment By Successor.


 


(a)
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of any amounts due and owing to it, its agents or counsel hereunder, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to
its claim, if any, provided for in Section 606.


 


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


 



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


 


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


 


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


 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver
the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities
or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee
may authenticate and deliver such Securities or coupons, in either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication of the Trustee.


 



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Section
611 Appointment of Authenticating Agent.


 


At
any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, registration of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America or of any State or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $25,000,000 and subject to supervision
or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


An
Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be reasonably acceptable to the
Company and shall give notice of such appointment to all Holders of Securities of or within the series with respect to which such Authenticating
Agent will serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.


 


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


 



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


 


[______________________],


 


as
Trustee


 


By:
          ,


 


as
Authenticating Agent


 


By:


 


Name:


 


Title:


 


Article
Seven

Holders’ Lists and Reports by Trustee and Company


 


Section
701 Disclosure of Names and Addresses of Holders.


 


Every
Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar nor any director, officer, agent or employee
of any of them shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders
of Securities or coupons in accordance with TIA Section 312, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).


 


Section
702 Reports by Trustee.


 


Within
60 days after March 15 of each year commencing with the first March 15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such March
15 if and to the extent required by TIA Section 313(a).


 



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Section
703 Reports by Company.


 


(a)
The Company will:


 


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


 


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


 


(3)
transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) or (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


(b)
Delivery of such reports, information and documents to the Trustee in accordance with Section 703(a) is for informational purposes
only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or
documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information
or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of
the Trustee is informed otherwise.


 


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


 


The
Company will furnish or cause to be furnished to the Trustee:


 


(a)
semi-annually, not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of such Regular
Record Date, or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such dates as are
set forth in the Board Resolution or indenture supplemental hereto authorizing such series; and


 



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(b)
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided, however, that, so
long as the Trustee is the Security Registrar, no such lists shall be required to be furnished.


 


Article
Eight

Consolidation, Merger, Sale, Lease or Conveyance


 


Section
801 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.


 


The
Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other Person,
provided that in any such case, (a) either the Company shall be the continuing entity, or the successor (if other than the Company) entity
shall be a Person organized and existing under the laws of the United States or a State thereof, or the State of Israel, and such successor
entity shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to Section 1007) on all of the Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company
by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee
by such Person and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation
of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing.


 


Section
802 Rights and Duties of Successor Corporation.


 


In
case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor entity, such successor
entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first
part, and the predecessor entity, except in the event of a lease, shall be relieved of any further obligation under this Indenture and
the Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company,
any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee;
and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as
though all of such Securities had been issued at the date of the execution hereof.


 



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In
case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.


 


Section
803 Officers’ Certificate and Opinion of Counsel.


 


Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee
receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance,
and the assumption by any successor entity, complies with the provisions of this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.


 


Article
Nine


Supplemental Indentures


 


Section
901 Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders of Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:


 


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


 


(b)
to add to the covenants of the Company 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


 


(c)
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely
for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture
may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such
default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which
such additional Events of Default apply to waive such default; or


 



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(d)
to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any premium, Make-Whole Amount or Interest on Bearer Securities,
to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange
for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form,
provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons
in any material respect; or


 


(e)
to add to, change or eliminate any of the provisions of this Indenture in respect of any series of Securities, provided that any such
addition, change or elimination shall (1) 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 (2) become effective only when there is no Outstanding Security; or


 


(f)
to secure the Securities; or


 


(g)
to establish the form or terms of Securities of any series and any related coupons as permitted by Section 201 and Section
301, including (1) the provisions and procedures relating to Securities convertible into or exchangeable for other securities or
property of the Company or (2) the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable
to provide for or facilitate the guarantee of such Securities by one or more Guarantors; or


 


(h)
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; or


 


(i)
to make provision for the subordination of Securities of a series or to make provision with respect to the conversion or exchange rights
of Holders pursuant to the requirements of Article Sixteen, including providing for the conversion or exchange of the Securities
into any security or property of the Company or any other issuer; or


 


(j)
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture or to make any other changes, provided that in each case, such provisions shall not adversely affect
the interests of the Holders of Securities of any series or any related coupons in any material respect; or


 


(k)
to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain
qualification of, this Indenture under the TIA; or


 


(l)
to amend Schedule I attached hereto to add and/or remove one or more Guarantors; provided, that no such amendment shall remove any Guarantor
that has guaranteed any Outstanding Securities hereunder; or


 



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(m)
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Section 401, Section 1402 and Section 1403; provided in each case
that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or
any other series of Securities in any material respect.


 


Section
902 Supplemental Indentures With Consent of Holders.


 


With
the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:


 


(a)
change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest
on, any Security; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable
in respect thereof, or any premium or Make-Whole Amount payable upon the redemption thereof, or change any obligation of the Company
to pay Additional Amounts pursuant to Section 1007 (except as contemplated by Section 801 and permitted by Section 901(a)),
or reduce the amount of the principal of an Original Issue Discount Security or Make-Whole Amount, if any, that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any
Place of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies in which, the principal
of any Security or any premium or Make-Whole Amount or any Additional Amounts payable in respect thereof or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case
of redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be); or


 


(b)
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 with respect to such series (or compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce
the requirements of Section 1504 for quorum or voting; or


 


(c)
modify any of the provisions of this Section, Section 513 or Section 1008, except to increase the required percentage to
effect such action 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;


 



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(d)
make any change that adversely affects the right to convert or exchange any Security as provided in Article Sixteen or pursuant
to Section 301 (except as permitted by Section 901(i)) or decrease the conversion or exchange rate or increase the conversion
or exchange price of any such Security; or


 


(e)
modify the Guarantees in any manner adverse to the Holders or make any amendment referred to in the proviso to Section 901(l).


 


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


 


A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
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.


 


Section
903 Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officers’
Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture
and that all conditions precedent to the execution of such supplemental indenture have been complied with. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Section
904 Effect of Supplemental Indentures.


 


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


 


Section
905 Conformity with Trust Indenture Act.


 


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


 


Section
906 Reference in Securities to Supplemental Indentures.


 


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


 



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Section
907 Notice of Supplemental Indentures.


 


Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106,
setting forth in general terms the substance of such supplemental indenture.


 


Article
Ten

Covenants


 


Section
1001 Payment of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts.


 


The
Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal
of (and premium or Make-Whole Amount, if any) and interest on and any Additional Amounts payable in respect of the Securities of that
series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise
specified as contemplated by Section 301 with respect to any series of Securities, any interest due on and any Additional Amounts
payable in respect of Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section
1007 in respect of principal of (or premium or Make-Whole Amount, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. Unless otherwise
specified with respect to Securities of any series pursuant to Section 301, at the option of the Company, all payments of principal
may be paid by check to the registered Holder of the Registered Security or other person entitled thereto against surrender of such Security.


 



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Section
1002 Maintenance of Office or Agency.


 


If
Securities of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities
of that series may be surrendered for registration of transfer or exchange, where Securities of that series may be converted or exchanged
in accordance with Article Sixteen and where notices and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain: (a) in the
Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered
for payment or conversion, where any Registered Securities of that series may be surrendered for exchange, where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (b) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1007) or conversion;
provided, however, that if the Securities of that series are listed on the Luxembourg Stock Exchange, The International Stock Exchange
or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in Luxembourg, London or any other required city located outside the United States, as the case
may be, so long as the Securities of that series are listed on such exchange; and (c) subject to any laws or regulations applicable thereto,
in each Place of Payment for that series located outside the United States an office or agency where any Securities of that series may
be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each 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, except that Bearer Securities of
that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable
on Bearer Securities of that series pursuant to Section 1007) at the offices specified in the Security, in London, England, and
the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.


 


Unless
otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium, Make-Whole Amount
or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of and any premium and interest
on any Bearer Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section
1007) shall be made at the office of the Company’s Paying Agent in the Borough of Manhattan, the City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium, interest, Additional Amounts or Make-Whole Amount, as the
case may be, at all offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture,
is illegal or effectively precluded by exchange controls or other similar restrictions.


 


The
Company may from time to time designate one or more other offices or agencies where the Securities of one or more series and related
coupons, if any, may be presented or surrendered for any or all of 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 accordance with the requirements set forth above 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.


 



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Unless
otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series are
denominated in a Foreign Currency or may be payable in a Foreign Currency, or so long as it is required under any other provision of
the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange
rate agent.


 


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 any Securities and any related coupons, it will,
on or before each due date of the principal of (and premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect
of, any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and premium
or Make-Whole Amount, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee, 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 and any related coupons, it will, on or before each due
date of the principal of (and premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any Securities
of that series, deposit with a Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, Make-Whole
Amount or interest or Additional Amounts 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 other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:


 


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


 


(b)
give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any such payment of
principal (and premium or Make-Whole Amount, if any) or interest or Additional Amounts; and


 


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


 



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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
sums.


 


Except
as otherwise provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts
in respect of, any Security of any series and remaining unclaimed for two years after such principal (and premium or Make-Whole Amount,
if any), interest or Additional Amounts has become due and payable shall be paid to the Company upon 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 of such principal of (and premium or Make-Whole Amount, if any) or interest on, or any Additional
Amounts in respect of, any Security, without interest thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in
an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section
1004 (Omitted).


 


Section
1005 Provision of Financial Information.


 


Whether
or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will, to the extent permitted under the Exchange
Act, file with the Commission the annual reports and other documents which the Company would have been required to file with the Commission
pursuant to such Section 13 or 15(d) (the “Financial Statements”) if the Company were so subject, such documents to
be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company
would have been required so to file such documents if the Company were so subject.


 


The
Company will also in any event (a) within 15 days of each Required Filing Date (1) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders, copies of the annual reports which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to such Sections,
and (2) file with the Trustee copies of annual reports and other documents which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to such Sections, and (b) if filing such documents
by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents to any prospective Holder.


 



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Section
1006 Statement as to Compliance.


 


The
Company and the Guarantors will deliver to the Trustee within 120 days after the end of each fiscal year, a brief certificate from the
principal executive officer, principal financial officer or principal accounting officer of each of the Company and each Guarantor as
to his or her knowledge of the Company’s and each Guarantor’s compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section
1006, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.


 


Section
1007 Additional Amounts.


 


If
any Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such
series or any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 301. Whenever in this
Indenture there is mentioned, in any context except in the case of Section 502(a), the payment of the principal of or any premium,
Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received
on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established pursuant to Section 301 to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express
mention is not made.


 


Except
as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts,
at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days
prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series or any related coupons who are not United States persons without withholding for or on
account of any tax, assessment or other governmental charge described in the Securities of or within the series. If any such withholding
shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such
payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent
the Additional Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the abovementioned certificate, then the Trustee or such Paying Agent shall be entitled (a) to assume that
no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a
series or related coupons until it shall have received a certificate advising otherwise and (b) to make all payments of principal and
interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted
by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section or in reliance on the Company’s
not furnishing such an Officers’ Certificate.


 



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Section
1008 Waiver of Certain Covenants.


 


The
Company and the Guarantors may omit in any particular instance to comply with any term, provision or condition set forth in Section
1005 and with any other term, provision or condition with respect to the Securities of any series specified in accordance with Section
301 (except any such term, provision or condition which could not be amended without the consent of all Holders of Securities of
such series pursuant to Section 902), if before or after the time for such compliance the Holders of at least a majority in principal
amount of all Outstanding Securities of such series, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company, the Guarantors and the duties
of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


Article
Eleven

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 Securities of any series) in accordance with this Article.


 


Section
1102 Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of less than all of the Securities of any series, the Company shall, at least 60 days prior to the giving
of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date and of the principal amount of Securities of such series to be redeemed. The Company shall deliver an Officers’
Certificate and Opinion of Counsel to the Trustee on or prior to each Redemption Date.


 



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Section
1103 Selection by Trustee of Securities to Be Redeemed.


 


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


 


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


 


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


 


Section
1104 Notice of Redemption.


 


Notice
of redemption shall be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other such Security or portion thereof.


 


Any
notice that is mailed to the Holders of Registered Securities in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives the notice.


 


All
notices of redemption shall state:


 


(a)
the Redemption Date;


 


(b)
the Redemption Price, accrued interest to the Redemption Date payable as provided in Section 1106, if any, and Additional Amounts,
if any;


 


(c)
if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the particular Security or Securities to be redeemed;


 


(d)
in case any Security is to be redeemed in part only, that on and after the Redemption Date, upon surrender of such Security, the holder
will receive, without a charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed;


 



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(e)
that on the Redemption Date the Redemption Price and accrued interest to the Redemption Date payable as provided in Section 1106,
if any, will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date;


 


(f)
the Place or Places of Payment (which, in the case of Bearer Securities, shall be outside the United States) where such Securities, together
in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered
for payment of the Redemption Price and accrued interest, if any, or for conversion;


 


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


 


(h)
that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied
by all coupons maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted
from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for such series and any Paying Agent
is furnished;


 


(i)
if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to the redemption on this Redemption Date pursuant to Section
305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made;


 


(j)
the CUSIP number of such Security, if any, provided that neither the Company nor the Trustee shall have any responsibility for any such
CUSIP number; and


 


(k)
if applicable, that a Holder of Securities who desires to convert Securities to be redeemed must satisfy the requirements for conversion
contained in such Securities, the then existing conversion price or rate and the date and time when the option to convert shall expire.


 


Notice
of redemption of Securities to be redeemed shall be prepared by the Company and shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company.


 


Section
1105 Deposit of Redemption Price.


 


On
or prior to 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, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust
as provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date.


 



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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 in the currency or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below,
shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation
and surrender of coupons for such interest; and provided further that except as otherwise provided with respect to Securities convertible
into Common Stock, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section 307.


 


If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or
the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons. If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the principal, (and premium or Make-Whole Amount, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by the Security.


 



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Section
1107 Securities Redeemed in Part.


 


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


 


Article
Twelve

Sinking Funds


 


Section
1201 Applicability of Article.


 


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


 


The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities of any
series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities
of any series, the cash amount of any mandatory 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 any series as provided for by the terms of Securities of
such series.


 


Section
1202 Satisfaction of Sinking Fund Payments with Securities.


 


The
Company may, in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of a series, (a)
deliver Outstanding Securities of such series (other than any previously called for redemption) together in the case of any Bearer Securities
of such series with all unmatured coupons appertaining thereto and (b) apply as a credit Securities of such 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, as provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the applicable Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.


 



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Section
1203 Redemption of Securities for Sinking Fund.


 


Not
less than 60 days prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series,
the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of
that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking
fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate
shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice
of the redemption thereof, which shall be prepared by the Company, to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 1106 and Section 1107.


 


Article
Thirteen

Repayment at the Option of Holders


 


Section
1301 Applicability of Article.


 


Repayment
of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms
of such Securities, if any, and (except as otherwise specified by the terms of such series established pursuant to Section 301)
in accordance with this Article.


 


Section
1302 Repayment of Securities.


 


Securities
of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereon, together with interest, if any, thereof accrued to the
Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment Date it
will 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 in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities or portion
thereof, as the case may be, to be repaid on such date.


 



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Section
1303 Exercise of Option.


 


Securities
of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment”
form on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive
at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date
(a) the Security so providing for such repayment together with the “Option to Elect Repayment” form on the reverse
thereof duly completed by the Holder (or by the Holder’ attorney duly authorized in writing) or (b) a telex, facsimile transmission
or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, or a commercial bank or
trust company in the United States setting forth the name of the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that
the option to elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together with the duly completed
form entitled “Option to Elect Repayment” on the reverse of the Security, will be received by the Trustee not later
than the fifth Business Day after the date of such telex, facsimile transmission or letter; provided, however, that such telex, facsimile
transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee by such fifth Business
Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal
amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered
that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of or within the series of which such Security to be repaid is a part. Except as otherwise may
be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option
by the Holder shall be irrevocable unless waived by the Company.


 


Section
1304 When Securities Presented for Repayment Become Due and Payable.


 


If
Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be,
to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall,
if the same were interest bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so
to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with
such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such
security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however,
that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301,
only upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates according to their terms and the provisions of Section 307.


 



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If
any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date,
such Security may be paid after deducting from the amount payment therefor as provided in Section 1302 an amount equal to the
face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction
shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons. If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender
thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest
from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in
such Security.


 


Section
1305 Securities Repaid in Part.


 


Upon
surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities
of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange
for the portion of the principal of such Security so surrendered which is not to be repaid.


 


Article
Fourteen

Defeasance and Covenant Defeasance


 


Section
1401 Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If,
pursuant to Section 301, provision is made for either or both of (a) defeasance of the Securities of or within a series under
Section 1402 or (b) covenant defeasance of the Securities of or within a series under Section 1403 to be applicable to
the Securities of any series, then the provisions of such Section or Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities),
shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at its option by Board Resolution at
any time, with respect to such Securities and any coupons appertaining thereto, elect to defease such Outstanding Securities and any
coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section 1403 (if applicable) upon compliance with
the conditions set forth below in this Article.


 



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Section
1402 Defeasance and Discharge.


 


Upon
the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the
Company and the Guarantors shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:
(A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due,
(B) the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003
and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1007, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article Fourteen,
the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto.


 


Section
1403 Covenant Defeasance.


 


Upon
the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the
Company and the Guarantors shall be released from its obligations under Section 1005, and, if specified pursuant to Section
301, its obligations under any other covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on
and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”),
and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with
Section 1005, or such other covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining
thereto, 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 Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section
or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event of Default under Section 501(d) or Section
501(i) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and
any coupons appertaining thereto shall be unaffected thereby.


 



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Section
1404 Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within
a series and any coupons appertaining thereto:


 


(a)
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this Article Fourteen 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 benefit
of the Holders of such Securities and any coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit in
which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit
in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient, without consideration of any reinvestment
of such principal and interest, 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 other qualifying
trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and
any coupons appertaining thereto; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds
of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee,
in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at
a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable.
Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.


 


(b)
Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to
have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company).


 


(c)
No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Section 501(g)
and Section 501(h) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the expiration of such period).


 



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(d)
In the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred.


 


(e)
In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 


(f)
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have
been complied with and an Opinion of Counsel to the effect that either (1) as a result of a deposit pursuant to subsection (a) above
and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be) registration
is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such
deposit or by the Trustee for such trust funds or (2) all necessary registrations under said Act have been effected.


 


(g)
After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.


 


(h)
Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section
301.


 


Section
1405 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect of any Outstanding
Securities of any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any coupons appertaining thereto 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 Holders of such Securities and
any coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium or Make-Whole Amount,
if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required
by law.


 



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Unless
otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a)
has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to
Section 301 or the terms of such Security to receive payment in a currency or currency unit other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency
or currency unit in which the deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security
and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium or Make-Whole Amount, if any), and interest, if any, on such Security as the same becomes due out of the
proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited
in respect of such Security into the currency or currency unit in which such Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency or currency unit in effect on the second Business Day
prior to each payment date, except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible)
at the time of the Conversion Event.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of such Outstanding Securities and any coupons appertaining thereto.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Article.


 


Section
1406 Reinstatement.


 


If
the Trustee or Paying Agent is unable to apply any money in accordance with Section 1405 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 Company’s obligations under this Indenture and such Securities and any related coupons shall be revived and reinstated as though
no deposit had occurred pursuant to Section 1402 or Section 1403, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 1405; provided, however, that if the Company makes
any payment of principal of (or premium, if any) or interest, if any, on any such Security or any related coupon following the reinstatement
of its obligations, if any, on any such Security or any related coupon following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities and any related coupons to receive such payment from the money held by
the Trustee or Paying Agent.


 



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Article
Fifteen

Meetings of Holders of Securities


 


Section
1501 Purposes for Which Meetings May Be Called.


 


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


 


Section
1502 Call, Notice and Place of Meetings.


 


(a)
The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to
be held at such time and at such place in the Borough of Manhattan, the City of New York, or in London as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(b)
In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting,
and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request
or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, the
City of New York, or in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection
(a) of this Section.


 


Section
1503 Persons Entitled to Vote at Meetings.


 


To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (a) a Holder of one or more Outstanding
Securities of such series, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of
the Trustee and its counsel and any representatives of the Company and its counsel.


 



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Section
1504 Quorum; Action.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent
or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once not less
than five (5) days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section 902,
any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities
of that series.


 


Any
resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting.


 


Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected
thereby, or of the Holders of such series and one or more additional series:


 


(a)
there shall be no minimum quorum requirement for such meeting; and


 



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(b)
the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction,
notice, consent, waiver or other action has been made, given or taken under this Indenture.


 


Section
1505 Determination of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)
Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person
executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding
of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.


 


(b)
The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities
of or within the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.


 


(c)
At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman
of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.


 


(d)
Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting, and the meeting may be held as so adjourned without further notice.


 



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Section
1506 Counting Votes and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee
to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.


 


Section
1507 Evidence of Action Taken by Holders.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
a specified percentage in principal amount of the Holders of any or all series may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such specified percentage of Holders in person or by agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Article Six) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Article.


 


Section
1508 Proof of Execution of Instruments.


 


Subject
to Article Six, the execution of any instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.


 


Article
Sixteen

Conversion or Exchange of Securities


 


Section
1601 Applicability of Article.


 


The
provisions of this Article shall be applicable to the Securities of any series which are convertible or exchangeable for other securities
or property (including securities of other issuers) of the Company, except as otherwise specified as contemplated by Section 301
for the Securities of such series.


 


Section
1602 Election to Exchange; Notice to Trustee and Holders.


 


The
election of the Company to exchange any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. On or prior to the seventh Business Day prior to Maturity of the Securities, the Company shall
provide written notice to the Holders of record of the Securities and to the Trustee and will publish a notice in an Authorized Newspaper
stating whether the Company has made such election.


 



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Section
1603 No Fractional Shares.


 


No
fractional shares or fractional securities shall be delivered upon conversions or exchanges of Securities of any series. If more than
one Security shall be surrendered for conversion or exchange at one time by the same Holder, the number of full shares or units which
shall be delivered upon conversion or exchange shall be computed on the basis of the aggregate principal amount of the Securities (or
specified portions thereof to the extent permitted hereby) so surrendered. If, except for the provisions of this Section 1603,
any Holder of a Security or Securities would be entitled to a fractional share or unit of a security upon the conversion or exchange
of such Security or Securities, or specified portions thereof, the Company shall pay to such Holder an amount in cash equal to the current
market value of such fractional share or unit computed on the basis of the Closing Price of such security on the date preceding the date
on which the conversion or exchange shall be effected in accordance with Section 1610. The “Closing Price”
of any security on any date of determination means, (a) if such security is listed or admitted to unlisted trading privileges on a national
securities exchange, the last reported sales price on the composite tape on such exchange, or (b) if such security is not at the time
so listed or admitted to unlisted trading privileges on a national securities exchange, the average of the bid and asked prices of such
security in the over-the-counter market, as reported by the National Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or if not so available, the market price as determined by a nationally
recognized independent investment banking firm retained for this purpose by the Company.


 


Section
1604 Adjustment of Conversion Rate or Exchange Rate.


 


The
exchange rate or conversion rate of Securities of any series that are exchangeable for or convertible into other securities or property
(including securities of other issuers) shall be adjusted for any stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event in accordance with the terms of the supplemental indenture or
Board Resolution setting forth the terms of the Securities of such series.


 


Whenever
the exchange rate or conversion rate is adjusted, the Company shall compute the adjusted exchange rate or conversion rate in accordance
with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers’ Certificate setting forth
the adjusted exchange rate or conversion rate and showing in reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed at each office or agency maintained for the purpose of exchange or conversion of Securities pursuant
to Section 1002 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted exchange
rate or conversion rate to be mailed, first class postage prepaid, to each Holder of Securities of such series at its address appearing
on the Security Register and to any exchange agent or conversion agent other than the Trustee.


 



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Section
1605 Payment of Certain Taxes Upon Exchange.


 


The
Company will pay any and all taxes that may be payable in respect of the transfer and delivery of shares of other securities or property
(including securities of other issuers) of the Company on exchange or conversion of Securities pursuant hereto. The Company shall not,
however, be required to pay any tax which may be payable in respect of any transfer involved in the delivery of shares of securities
in a name other than that of the Holder of the Security or Securities to be exchanged or converted, and no such transfer or delivery
shall be made unless and until the person requesting such transfer has paid to the Company the amount of any such tax, or has established,
to the satisfaction of the Company, that such tax has been paid.


 


Section
1606 Shares Free and Clear.


 


The
Company hereby warrants that upon exchange or conversion of Securities of any series, the Holder of a Security shall receive all rights
held by the Company in such security for which such Security is at such time exchangeable or convertible under this Article Sixteen,
free and clear of any and all liens, claims, charges and encumbrances other than any liens, claims, charges and encumbrances which may
have been placed on any such security by the prior owner thereof, prior to the time such security was acquired by the Company. Except
as provided in Section 1605, the Company will pay all taxes and charges with respect to the delivery of such security delivered
in exchange or conversion for Securities hereunder.


 


Section
1607 Cancellation of Security.


 


Upon
receipt by the Trustee of Securities of any series delivered to it for exchange or conversion under this Article Sixteen, the
Trustee shall cancel and dispose of the same as provided in Section 309.


 


Section
1608 Duties of Trustee Regarding Exchange and Conversion.


 


Neither
the Trustee nor any exchange agent or conversion agent shall at any time be under any duty or responsibility to any Holder of Securities
of any series that is exchangeable or convertible into other securities or property (including securities of other issuers) of the Company
to determine whether any facts exist which may require any adjustment of the exchange rate or conversion rate, or with respect to the
nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture,
any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be employed
in making the same. Neither the Trustee nor any exchange agent or conversion agent shall be accountable with respect to the validity
or value (or the kind or amount) of any securities or property (including securities of other issuers, of the Company, or of any Securities
and neither the Trustee nor any exchange agent or any conversion agent makes any representation with respect thereto. Subject to the
provisions of TIA Sections 315(a) through 313(d), neither the Trustee nor any exchange agent or conversion agent shall be responsible
for any failure of the Company to issue, transfer or deliver any stock certificates or other securities or property (including securities
of other issuers) upon the surrender of any Security for the purpose of exchange or conversion or to comply with any of the covenants
of the Company contained in this Article Sixteen or in the applicable supplemental indenture, resolutions of the Board of Directors
or written instrument executed by one or more duly authorized officers of the Company. The Trustee shall not be responsible for the Company’s
failure to comply with this Article Sixteen.


 



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Section
1609 Repayment of Certain Funds Upon Exchange or Conversion.


 


Any
funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including funds deposited for
the sinking fund referred to in Article Twelve hereof) and which shall not be required for such purposes because of the exchange
or conversion of such Securities as provided in this Article Sixteen shall after such exchange or conversion be repaid to the
Company by the Trustee upon Company Request.


 


Section
1610 Exercise of Conversion or Exchange Privilege.


 


In
order to exercise a conversion or exchange privilege, the Holder of a Security of a series with such a privilege shall surrender such
Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice
to the Company that the Holder elects to convert or exchange such Security or a specified portion thereof. In the case of Registered
Securities, such notice shall also state, if different from the name or names (with address) in which the Securities are registered,
the name or names in which the Securities or property (including securities of other issuers) of the Company which shall be issuable
on such conversion or exchange shall be issued. Registered Securities surrendered for conversion or exchange shall (if so required by
the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the
Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Registered Securities so surrendered for
conversion or exchange during the period from the close of business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal
amount of such Security then being converted or exchanged, and such interest shall be payable to such registered Holder notwithstanding
the conversion or exchange of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest
by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution
and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security
in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office
or agency at which such Security is surrendered, to such Holder or on its written order, securities or property (including securities
of other issuers) of the Company issuable or deliverable upon the conversion or exchange of such Security (or specified portion thereof),
in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided
therein in respect of any fractional share or unit otherwise issuable upon such conversion or exchange. Such conversion or exchange shall
be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required,
shall have been received in proper order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid
(unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion or exchange
on a particular date following such surrender and such Holder shall be entitled to convert or exchange such Security on such date, in
which case such conversion or exchange shall be deemed to be effected immediately prior to the close of business on such date) and at
such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names
any securities or property (including securities of other issuers) of the Company shall be issuable or deliverable upon such conversion
or exchange shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above
and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion or exchange on account
of any interest accrued on the Securities surrendered for conversion or exchange or on account of any interest or dividends on the Securities
or property (including securities of other issuers) of the Company issued or delivered upon such conversion or exchange.


 



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In
the case of any Security which is converted or exchanged in part only, upon such conversion or exchange the Company shall execute and
the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted or unexchanged portion
of such Security.


 


Section
1611 Effect of Consolidation or Merger on Exchange or Conversion Privilege.


 


In
case of any consolidation of the Company with, or merger of the Company into or with any other Person, or in case of any sale of all
or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or the Person into which the
Company shall have been merged or the Person which shall have acquired such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding of any series that is exchangeable for
or convertible into securities of the Company shall have the right, which right shall be the exclusive exchange or conversion right thereafter
available to said Holder (until the expiration of the exchange or conversion right of such Security), to exchange or convert such Security
into the kind and amount of shares of stock or other securities or property (including cash) receivable upon such consolidation, merger
or sale by a holder of the number of shares or units of securities of the Company for which such Security might have been exchanged or
converted immediately prior to such consolidation, merger or sale, subject to compliance with the other provisions of this Indenture,
such Security and such supplemental indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in such Security. The above provisions of this Section shall similarly apply to
successive consolidations, mergers or sales. It is expressly agreed and understood that anything in this Indenture to the contrary notwithstanding,
if, pursuant to such merger, consolidation or sale, holders of outstanding shares of common stock of the Company or other securities,
into which the Security is exchangeable or convertible do not receive shares of common stock or corresponding other securities of the
surviving corporation, but receive other securities, cash or other property or any combination thereof, Holders of Securities shall not
have the right to thereafter exchange their Securities for or convert their Securities into common stock or other securities having substantially
identical terms as the Company securities, for which the Security was originally exchangeable or into which the Security was originally
convertible, of the surviving corporation or the corporation which shall have acquired such assets, but rather, shall have the right
upon such exchange or conversion to receive the other securities, cash or other property receivable by a holder of the number of shares
of common stock or such or other securities of the Company for or into which the Securities held by such holder might have been exchanged
or converted immediately prior to such consolidation, merger or sale, all as more fully provided in the first sentence of this Section
1611. Anything in this Section 1611 to the contrary notwithstanding, the provisions of this Section 1611 shall not
apply to a merger or consolidation of another corporation with or into the Company pursuant to which both of the following conditions
are applicable: (a) the Company is the surviving corporation and (b) the outstanding shares of Company common stock or other securities
of the Company for which the Security was originally exchangeable or into which the Security was originally convertible are not changed
or converted into any other securities or property (including cash) or reclassified pursuant to the terms of such merger or consolidation.


 



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As
evidence of the kind and amount of shares of stock or other securities or property (including cash) into which Securities may properly
be exchangeable or convertible after any such consolidation, merger or sale, or as to the appropriate adjustments of the conversion prices
or exchange rates applicable with respect thereto, the Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely thereon, and shall not be responsible or accountable to any Holder of Securities for any provision in conformity
therewith or approved by such independent certified accountant which may be contained in said supplemental indenture.


 


Article
Seventeen

Subordination


 


Section
1701 Agreement to Subordinate.


 


The
Company agrees, and each Holder by accepting a Security agrees, that the indebtedness evidenced by the Securities is subordinated in
right of payment, to the extent and in the manner provided in this Article, to the prior payment in full of all Senior Debt and that
the subordination is for the benefit of the holders of Senior Debt.


 


Section
1702 Liquidation; Dissolution; Bankruptcy.


 


Upon
any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property:


 


(a)
holders of Senior Debt shall be entitled to receive payment in full in cash of the principal of and interest (including interest accruing
after the commencement of any such proceeding) to the date of payment on the Senior Debt before Holders shall be entitled to receive
any payment of principal of or interest on Securities;


 



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(b)
until the Senior Debt is paid in full in cash, any distribution to which Holders would be entitled but for this Article shall be made
to holders of Senior Debt as their interests may appear, except that Holders may receive securities that are subordinated to Senior Debt
to at least the same extent as the Securities; and


 


(c)
the Trustee is entitled to rely upon an order or decree of a court of competent jurisdiction or a certificate of a bankruptcy trustee
or other similar official for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior
Debt and other Company debt, the amount thereof or payable thereon and all other pertinent facts relating to the Trustee’s obligations
under this Article Seventeen.


 


Section
1703 Default on Senior Debt.


 


The
Company may not pay principal of or interest on the Securities and may not acquire any Securities for cash or property other than Common
Stock of the Company if:


 


(a)
a default on Senior Debt occurs and is continuing that permits holders of such Senior Debt to accelerate its maturity; and


 


(b)
the default is the subject of judicial proceedings or the Company receives a notice of the default from a person who may give it pursuant
to Section 1711. If the Company receives any such notice, a similar notice received within nine months thereafter relating to
the same default on the same issue of Senior Debt shall not be effective for purposes of this Section.


 


The
Company may resume payments on the Securities and may acquire them when the default is cured or waived, or 120 days pass after the notice
is given if the default is not the subject of judicial proceedings, if this Article otherwise permits the payment or acquisition at that
time.


 


Section
1704 Acceleration of Securities.


 


If
payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of
the acceleration. The Company may pay the Securities when 120 days pass after the acceleration occurs if this Article permits the payment
at that time.


 


Section
1705 When Distribution Must Be Paid Over.


 


If
a distribution is made to Holders that because of this Article should not have been made to them, the Holders who receive the distribution
shall hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear.


 


Section
1706 Notice by Company.


 


The
Company shall promptly notify the Trustee and any Paying Agent, in writing, of any facts known to the Company that would cause a payment
of principal of or interest on Securities to violate this Article.


 



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Section
1707 Subrogation.


 


After
all Senior Debt is paid in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders have been applied
to the payment of Senior Debt. A distribution made under this Article to holders of Senior Debt which otherwise would have been made
to Holders is not, as between the Company and Holders, a payment by the Company on Senior Debt.


 


Section
1708 Relative Rights.


 


This
Article defines the relative rights of Holders and holders of Senior Debt. Nothing in this Indenture shall:


 


(a)
impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of and
interest on the Securities in accordance with their terms;


 


(b)
affect the relative rights of Holders and creditors of the Company other than holders of Senior Debt; or


 


(c)
prevent the Trustee or any Holder from exercising its available remedies upon an Event of Default, subject to the rights of holders of
Senior Debt to receive distributions otherwise payable to Holders.


 


If
the Company fails because of this Article to pay principal of or interest on a Security on the due date, the failure is still a default.


 


Section
1709 Subordination May Not Be Impaired by Company.


 


No
right of any holder of Senior Debt to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by
any act or failure to act by the Company or by its failure to comply with this Indenture.


 


Section
1710 Distribution or Notice to Representative.


 


Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their
Representative.


 



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Section
1711 Notice to Trustee.


 


The
Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to
Senior Debt. Notwithstanding the provisions of this or any other provision of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof at the address specified in Section 105 from the Company, a Representative
or a holder of an issue of Senior Debt that has no Representative; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 602, shall be entitled in all respects to assume that no such facts exist; provided, however,
that if a Responsible Officer of the Trustee shall not have received, at least three Business Days prior to the date upon which by the
terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, interest, Additional
Amounts, Make-Whole Amounts and the Redemption Price, if any, as the case may be, in respect of any Security), the notice with respect
to such money provided for in this Section 1711, then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date.


 


Subject
to the provisions of Section 602, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice
by a Representative or a holder of an issue of such Debt that has no Representative to establish that such notice has been given by a
holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right
of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such person, the
extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of
such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to
make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person
to receive such payment.


 


Section
1712 Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section
602, and the Holders of the Securities shall be entitled to conclusively 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, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.


 


Section
1713 Trustee Not Fiduciary for Holders of Senior Debt.


 


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


 



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Section
1714 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.





 


The
Trustee or any Authenticating Agent in its individual capacity shall be entitled to all the rights set forth in this Article with respect
to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture
shall deprive the Trustee or any Authenticating Agent of any of its rights as such holder.


 


The
Company’s obligation to pay, and the Company’s payment of, the amounts required by Section 606 are excluded from the
operation of this Article Seventeen.


 


Article
Eighteen

Guarantees


 


Section
1801 Guarantee.


 


Any
series of Securities may be guaranteed by one or more of the Guarantors. The terms and the form of any such Guarantee will be established
in the manner contemplated by Section 301 for that particular series of Securities.


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers hereunto duly authorized,
all as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	InspireMD,
    Inc.
	 	 	                                 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	[GUARANTORS:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:]	 


 





	TRUSTEE:
    	 
	 	                 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


 



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SCHEDULE
I

GUARANTORS 


 



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EXHIBIT
A-1


 


FORM
OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE


 


[Insert
title or sufficient description of Securities to be delivered]


 


This
is to certify that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account
(i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless of its source (“United States
person(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent,
that you may advise [__________________] or its agent that such financial institution will provide a certificate within a reasonable
time stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a financial institution for purposes of resale during
the restricted period (as defined in United States Treasury Regulations Section 1.1635(c)(2)(i)(D)(7)), and, such financial institution
described in clause (iii) above (whether or not also described in clause (i) or (ii)), certifies that it has not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


 


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


 


We
undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with your operating procedures if any applicable statement herein
is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date. This certificate excepts and does not relate to [U.S.$] of such interest in the above-captioned Securities in respect of which
we are not able to certify and as to which we understand an exchange for an interest in a permanent global Security or an exchange for
and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify.


 



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We
understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in such proceedings.


 


Dated:_________________,
____.


 


[To
be dated no earlier than the 15th day prior to the earlier of (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable.]


 


	 	[Name of Person Making Certification]
	 	 	 
	 	(Authorized Signatory)
	 	Name: 	                    
	 	Title:	 


 



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EXHIBIT
A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM BANKING S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE


 


[Insert
title or sufficient description of Securities to be delivered]


 


This
is to certify that, based solely on written certifications that we have received in writing, by tested telex or by electronic transmission
from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, (U.S.$) principal amount of the above-captioned
Securities (i) is owned by persons(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United
States person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent,
that we may advise [_________________________] or its agent that such financial institution will provide a certificate within a reasonable
time stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder), or (iii) is owned by a financial institution for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and that such financial institutions described
in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


 


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


 


We
further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member
Organizations and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if
relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof.


 



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We
understand that this certification is required in connection with certain tax legislation in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in such proceedings.


 


Dated:__________________
, _____.


 


[To
be dated no earlier than the earlier of the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date,
as applicable.]


 


	 	_________________________________,
	 	as __________________
	 	 	 
	 	By:	                                                                             
	 	Name: 	 
	 	Title:	 


 



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