Exhibit 4(be)


 


_____________________________________________________


 


FLORIDA
POWER & LIGHT COMPANY


Issuer


 


TO


 


The
Bank of New York Mellon,


Trustee


 


_________


 


Indenture


(For
Unsecured [1Subordinated]
Debt Securities)


 


Dated as of _______, ____


 


_____________________________________________________


 


		_________________________	



 


		1	For use in connection with subordinated debt securities.



 


		2	For use in connection with senior debt securities.



 




     


     


    

 


TABLE OF CONTENTS


 


	RECITAL OF THE COMPANY	1
	 	 
	ARTICLE One Definitions and Other Provisions of General Application	1
	 	 	 
	section 101.	Definitions.	1
	 	“Act,”	2
	 	“Affiliate”	2
	 	“Authenticating Agent”	2
	 	“Authorized Officer”	2
	 	“Board of Directors”	2
	 	“Board Resolution”	2
	 	“Business Day,”	2
	 	“Commission”	2
	 	“Company”	2
	 	“Company Order” or “Company Request”	3
	 	“Corporate Trust Office”	3
	 	“Corporation”	3
	 	“Defaulted Interest”	3
	 	“Discount Security”	3
	 	“Dollar” or “$”	3
	 	“Eligible Obligations”	3
	 	“Event of Default”	3
	 	“Exchange Act”	3
	 	“Governmental Authority”	3
	 	“Government Obligations”	3
	 	“Holder”	4
	 	“Indenture”	4
	 	“Interest Payment Date,”	4
	 	“Investment Securities”	4
	 	“Maturity,”	5
	 	“Notice of Default”	5
	 	“Officer’s Certificate”	5
	 	“Opinion of Counsel”	5
	 	“Outstanding,”	5
	 	“Paying Agent”	6
	 	“Periodic Offering”	6
	 	“Person”	6
	 	“Place of Payment,”	6
	 	“Predecessor Security”	7
	 	“Redemption Date,”	7
	 	“Redemption Price,”	7
	 	“Regular Record Date”	7
	 	“Required Currency”	7
	 	“Responsible Officer,”	7
	 	“Securities”	7
	 	“Securities Act”	7
	 	“Security Register” and “Security Registrar”	7
	 	[1“Senior Indebtedness” – definition to be inserted, if applicable]	7


 




     


     


    

 


	 	“Special Record Date”	7
	 	“Stated Interest Rate”	7
	 	“Stated Maturity,”	7
	 	“Tranche”	8
	 	“Trust Indenture Act”	8
	 	“Trustee”	8
	 	“United States”	8
	section 102.	Compliance Certificates and Opinions.	8
	section 103.	Form of Documents Delivered to Trustee.	8
	section 104.	Acts of Holders.	9
	section 105.	Notices, etc. to Trustee and Company.	11
	section 106.	Notice to Holders of Securities; Waiver.	12
	section 107.	Conflict with Trust Indenture Act.	12
	section 108.	Effect of Headings and Table of Contents.	12
	section 109.	Successors and Assigns.	13
	section 110.	Separability Clause.	13
	section 111.	Benefits of Indenture.	13
	section 112.	Governing Law.	13
	section 113.	Legal Holidays.	13
	section 114.	Investment of Cash Held by Trustee.	13
	section 115.	Force Majeure.	14
	section 116.	Waiver of Jury Trial.	14
	section 117.	Compliance with Applicable Tax Law.	14
	 	 	 
	ARTICLE Two Security Forms	15
	 	 	 
	section 201.	Forms Generally.	15
	section 202.	Form of Trustee’s Certificate of Authentication.	15
	 	 	 
	ARTICLE Three The Securities	15
	 	 	 
	section 301.	Amount Unlimited; Issuable in Series.	15
	section 302.	Denominations.	19
	section 303.	Execution, Authentication, Delivery and Dating.	19
	section 304.	Temporary Securities.	21
	section 305.	Registration, Registration of Transfer and Exchange.	22
	section 306.	Mutilated, Destroyed, Lost and Stolen Securities.	23
	section 307.	Payment of Interest; Interest Rights Preserved.	23
	section 308.	Persons Deemed Owners.	24
	section 309.	Cancellation by Security Registrar.	25
	section 310.	Computation of Interest.	25
	section 311.	Payment to Be in Proper Currency.	25
	section 312.	[1Extension of Interest Payment.	25
	section 313.	CUSIP Numbers.	25
	 	 	 
	ARTICLE Four Redemption of Securities	26
	 	 	 
	section 401.	Applicability of Article.	26
	section 402.	Election to Redeem; Notice to Trustee.	26
	section 403.	Selection of Securities to Be Redeemed.	26
	section 404.	Notice of Redemption.	27


 




     


     


    

 


	section 405.	Securities Payable on Redemption Date.	28
	section 406.	Securities Redeemed in Part.	28
	 	 	 
	ARTICLE Five Sinking Funds	28
	 	 	 
	section 501.	Applicability of Article.	28
	section 502.	Satisfaction of Sinking Fund Payments with Securities.	29
	section 503.	Redemption of Securities for Sinking Fund.	29
	 	 	 
	ARTICLE Six Covenants	30
	 	 	 
	section 601.	Payment of Principal, Premium and Interest.	30
	section 602.	Maintenance of Office or Agency.	30
	section 603.	Money for Securities Payments to Be Held in Trust.	30
	section 604.	Corporate Existence.	31
	section 605.	Maintenance of Properties.	32
	section 606.	Annual Officer’s Certificate as to Compliance.	32
	section 607.	Waiver of Certain Covenants.	32
	 	 	 
	ARTICLE Seven Satisfaction and Discharge	32
	 	 	 
	section 701.	Satisfaction and Discharge of Securities.	32
	section 702.	Satisfaction and Discharge of Indenture.	34
	section 703.	Application of Trust Money.	35
	 	 	 
	ARTICLE Eight Events of Default; Remedies	36
	 	 	 
	section 801.	Events of Default.	36
	section 802.	Acceleration of Maturity; Rescission and Annulment.	37
	section 803.	Collection of Indebtedness and Suits for Enforcement by Trustee.	38
	section 804.	Trustee May File Proofs of Claim.	39
	section 805.	Trustee May Enforce Claims Without Possession of Securities.	39
	section 806.	Application of Money Collected.	39
	section 807.	Limitation on Suits.	40
	section 808.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	40
	section 809.	Restoration of Rights and Remedies.	40
	section 810.	Rights and Remedies Cumulative.	41
	section 811.	Delay or Omission Not Waiver.	41
	section 812.	Control by Holders of Securities.	41
	section 813.	Waiver of Past Defaults.	41
	section 814.	Undertaking for Costs.	42
	section 815.	Waiver of Usury, Stay or Extension Laws.	42
	 	 	 
	ARTICLE Nine The Trustee	42
	 	 	 
	section 901.	Certain Duties and Responsibilities.	42
	section 902.	Notice of Defaults.	43
	section 903.	Certain Rights of Trustee.	44
	section 904.	Not Responsible for Recitals or Issuance of Securities.	45
	section 905.	May Hold Securities.	45


 




     


     


    

 


	section 906.	Money Held in Trust.	45
	section 907.	Compensation and Reimbursement.	45
	section 908.	Disqualification; Conflicting Interests.	46
	section 909.	Corporate Trustee Required; Eligibility.	46
	section 910.	Resignation and Removal; Appointment of Successor.	47
	section 911.	Acceptance of Appointment by Successor.	48
	section 912.	Merger, Conversion, Consolidation or Succession to Business.	49
	section 913.	Preferential Collection of Claims Against Company.	49
	section 914.	Co-trustees and Separate Trustees.	50
	section 915.	Appointment of Authenticating Agent.	51
	 	 	 
	ARTICLE Ten Holders’ Lists and Reports by Trustee and Company	53
	 	 	 
	section 1001.	Lists of Holders.	53
	section 1002.	Reports by Trustee and Company.	53
	 	 	 
	ARTICLE Eleven Consolidation, Merger, Conveyance or Other Transfer	53
	 	 	 
	section 1101.	Company May Consolidate, etc., Only on Certain Terms.	53
	section 1102.	Successor Entity Substituted.	54
	section 1103.	Limitation.	54
	 	 	 
	ARTICLE Twelve Supplemental Indentures	54
	 	 	 
	section 1201.	Supplemental Indentures Without Consent of Holders.	54
	section 1202.	Supplemental Indentures With Consent of Holders.	56
	section 1203.	Execution of Supplemental Indentures.	58
	section 1204.	Effect of Supplemental Indentures.	58
	section 1205.	Conformity With Trust Indenture Act.	58
	section 1206.	Reference in Securities to Supplemental Indentures.	58
	section 1207.	Modification Without Supplemental Indenture.	58
	 	 	 
	ARTICLE Thirteen Meetings of Holders; Action Without Meeting	59
	 	 	 
	section 1301.	Purposes for Which Meetings May Be Called.	59
	section 1302.	Call, Notice and Place of Meetings.	59
	section 1303.	Persons Entitled to Vote at Meetings.	59
	section 1304.	Quorum; Action.	60
	section 1305.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.	60
	section 1306.	Counting Votes and Recording Action of Meetings.	61
	section 1307.	Action Without Meeting.	61
	 	 	 
	ARTICLE Fourteen [1Subordination of Securities	62
	 	 	 
	section 1401.	Securities Subordinate to Senior Indebtedness of the Company.	62
	section 1402.	Payment Over of Proceeds of Securities.	62
	section 1403.	Disputes with Holders of Certain Senior Indebtedness.	63
	section 1404.	Subrogation.	64
	section 1405.	Obligation of the Company Unconditional.	64
	section 1406.	Priority of Senior Indebtedness Upon Maturity.	65


 




     


     


    

 


	section 1407.	Trustee as Holder of Senior Indebtedness.	65
	section 1408.	Notice to Trustee to Effectuate Subordination.	65
	section 1409.	Modification, Extension, etc. of Senior Indebtedness.	65
	section 1410.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.	66
	section 1411.	Paying Agents Other Than the Trustee.	66
	section 1412.	Rights of Holders of Senior Indebtedness Not Impaired.	66
	section 1413.	Effect of Subordination Provisions; Termination.	66
	 	 	 
	ARTICLE Fifteen Immunity of Incorporators, Stockholders, Officers and Directors	67
	 	 	 
	section 1501.	Liability Solely Corporate.	67


 




     


     


    

 


FLORIDA POWER & LIGHT COMPANY


 


Reconciliation and tie between
Trust Indenture Act of 1939


and Indenture, dated as of ________,
____


 


	Trust Indenture Act Section	Indenture Section
	 	 	 
	§310	(a)(1)	909
	 	(a)(2)	909
	 	(a)(3)	914(b)
	 	(a)(4)	Not Applicable
	 	(b)	908
	 	 	910
	§311	(a)	913
	 	(b)	913
	§312	(a)	1001
	 	(b)	1001
	 	(c)	1001
	§313	(a)	1002
	 	(b)	1002
	 	(c)	1002
	 	(d)	1002
	§314	(a)	1002
	 	(a)(4)	606
	 	(b)	Not Applicable
	 	(c)(1)	102
	 	(c)(2)	102
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	102
	§315	(a)	901
	 	 	903
	 	(b)	902
	 	(c)	901
	 	(d)	901
	 	(e)	814
	§316	(a)	812
	 	 	813
	 	(a)(1)(A)	802
	 	 	812
	 	(a)(1)(B)	813
	 	(a)(2)	Not Applicable
	 	(b)	808
	§317	(a)(1)	803
	 	(a)(2)	804
	 	(b)	603
	§318	(a)	107


 


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


 




     


     


    

 


[1SUBORDINATED]
INDENTURE, dated as of _______, ____, among Florida Power & Light Company, a
corporation duly organized and existing under the laws of the State of Florida (herein called the “Company”),
having its principal office at 700 Universe Boulevard, Juno Beach, Florida 33408, and The
Bank of New York Mellon, a New York banking corporation having its principal corporate trust office at ____________,
____________, ____________ ____________, as Trustee (herein called the “Trustee”).


 


RECITAL OF THE COMPANY


 


The Company has
duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured [1subordinated]
debentures, notes or other evidences of indebtedness (herein called the “Securities”), in an unlimited aggregate
principal amount to be issued in one or more series as contemplated herein; and all acts necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been performed.


 


For all purposes
of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used
herein shall have the meanings assigned to them in Article One of this Indenture.


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
One



Definitions and Other Provisions of General Application


 


section
101. Definitions.


 


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


 


(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
terms used herein without definition which are defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;


 


(c)          all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted in the United States at the date of such computation or, at the election of the Company from time to time,
at the date of the execution and delivery of this Indenture; provided, however, that in determining
generally accepted accounting principles applicable to the Company, the Company shall, to the extent required, conform to any order,
rule or regulation of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company;


 




     


     

    

 


(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; and


 


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


 


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


 


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


 


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


 


“Authenticating
Agent” means any Person (other than the Company or an Affiliate of the Company)
authorized by the Trustee pursuant to Section 915 to act on behalf of the Trustee to authenticate one or more series
of Securities.


 


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


 


“Board
of Directors” means the board of directors of the Company, or any committee
of that board duly authorized to act in respect of matters relating to this Indenture, or the equivalent governing body of the
Company, or any committee, corporation, individual or group of individuals duly authorized to act in respect of matters relating
to this Indenture.


 


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


 


“Business
Day,” when used with respect to a Place of Payment or any other particular
location specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in such Place of Payment or other location are generally authorized or required
by law, regulation or executive order to remain closed, except as may be otherwise specified as contemplated by Section
301.


 


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


 


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


 




    	 	-2-	 



     

    

 


“Company
Order” or “Company Request” mean, respectively a written order or request
signed in the name of the Company by an Authorized Officer and delivered to the Trustee.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee at which, at
any particular time, its corporate trust business shall be principally 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; provided that copies of all notices and any other documents delivered
to the Corporate Trust Office shall also be sent to the Trustee pursuant to the requirements of Section 105.


 


“Corporation” means
a corporation, association, bank, company, limited liability company, joint stock company, statutory trust, or other business
entity, and references to “corporate” and other derivations of “corporation” herein shall be deemed to
include appropriate derivations of such entities.


 


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


 


“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 802.
The term “interest” with respect to a Discount Security means interest, if any, borne by such Security at a
Stated Interest Rate.


 


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


 


“Eligible
Obligations” means:


 


(a)          with
respect to Securities denominated in Dollars, Government Obligations or, if specified pursuant to Section 301 with
respect to any Securities, other Investment Securities; or


 


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


 


“Event
of Default” has the meaning specified in Section 801.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time, or any successor legislation.


 


“Governmental
Authority” means the government of the United States or of any State or Territory
thereof or of the District of Columbia or of any county, municipality or other political subdivision of any of the foregoing,
or any department, agency, authority or other instrumentality of any of the foregoing.


 


“Government
Obligations” means:


 


(a)          direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States and
entitled to the benefit of the full faith and credit thereof; and


 




    	 	-3-	 



     

    

 


(b)          certificates,
depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (a)
above or in any specific interest or principal payments due in respect thereof; provided, however,
that the custodian of such obligations or specific interest or principal payments shall be a bank or trust company (which may include
the Trustee or any Paying Agent) subject to Federal or state supervision or examination with a combined capital and surplus of
at least $50,000,000; and provided, further, that, except as may be otherwise required by law, such
custodian shall be obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount
received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction
therefrom.


 


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


 


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


 


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


 


“Investment
Securities” means any of the following obligations or securities on which
neither the Company, any other obligor on the Securities nor any Affiliate of either is the obligor: (a) Government Obligations;
(b) interest-bearing deposit accounts (which may be represented by certificates of deposit) in any national or state bank
(which may include the Trustee or any Paying Agent) or savings and loan association which has outstanding securities rated by
a nationally-recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers)
for short-term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long-term securities;
(c) bankers’ acceptances drawn on and accepted by any commercial bank (which may include the Trustee or any Paying Agent)
which has outstanding securities rated by a nationally-recognized rating organization in either of the two (2) highest rating
categories (without regard to modifiers) for short-term securities or in any of the three (3) highest rating categories (without
regard to modifiers) for long-term securities; (d) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, any State or Territory of the United States or the District of Columbia, or any political
subdivision of any of the foregoing, which are rated by a nationally-recognized rating organization in either of the two (2) highest
rating categories (without regard to modifiers) for short-term securities or in any of the three (3) highest rating categories
(without regard to modifiers) for long-term securities; (e) bonds or other obligations of any agency or instrumentality of
the United States; (f) corporate debt securities which are rated by a nationally-recognized rating organization in either of the
two (2) highest rating categories (without regard to modifiers) for short-term securities or in any of the three (3) highest rating
categories (without regard to modifiers) for long-term securities; (g) repurchase agreements with respect to any of the foregoing
obligations or securities with any banking or financial institution (which may include the Trustee or any Paying Agent) which
has outstanding securities rated by a nationally-recognized rating organization in either of the two (2) highest rating categories
(without regard to modifiers) for short-term securities or in any of the three (3) highest rating categories (without regard to
modifiers) for long-term securities; (h) securities issued by any regulated investment company (including any investment company
for which the Trustee or any Paying Agent is the advisor), as defined in Section 851 of the Internal Revenue Code of 1986,
as amended, or any successor section of such Code or successor federal statute, provided that the portfolio of such
investment company is limited to obligations or securities of the character and investment quality contemplated in clauses
(a) through (f) above and repurchase agreements which are fully collateralized by any of such obligations or securities;
and (i) any other obligations or securities which may lawfully be purchased by the Trustee in its capacity as such.


 




    	 	-4-	 



     

    

 


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


 


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


 


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


 


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


 


“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 paid, redeemed, canceled or delivered to the Security Registrar for cancellation;


 


(b)          Securities
deemed to have been paid for all purposes of this Indenture in accordance with Section 701 (whether or not the Company’s
indebtedness in respect thereof shall be satisfied and discharged for any other purpose); and


 


(c)          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 and the Company that such Securities are held by a protected purchaser or purchasers, as this
term is defined in the Uniform Commercial Code of the State of New York as in effect on the date of the execution and delivery
of this Indenture, in whose hands such Securities are valid obligations of the Company;


 


provided, however,
that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or whether or not a quorum is present at a meeting of Holders of Securities,


 


(x)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
(unless the Company, such Affiliate or such obligor owns all Securities Outstanding under this Indenture, or all Outstanding Securities
of each such series and each such Tranche, as the case may be, determined without regard to this clause (x)) shall
be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence
of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded; provided, however,
that 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;


 




    	 	-5-	 



     

    

 


(y)
the principal amount of a Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 802; and


 


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


 


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


 


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


 


“Periodic
Offering” means an offering of Securities of a series from time to time any
or all of the specific terms of which Securities, including without limitation the rate or rates of interest or formula for determining
the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities.


 


“Person” means
a legal person, including any individual, Corporation, estate, partnership, joint venture, unincorporated association or government,
or any agency or political subdivision thereof or any other entity of whatever nature.


 


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


 




    	 	-6-	 



     

    

 


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


 


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


 


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


 


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


 


“Required
Currency” has the meaning specified in Section 311.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the
Trustee, including any director, vice president, assistant vice president, 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” has
the meaning stated in the first recital of this Indenture and more particularly means any securities authenticated and delivered
under this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute,
as in effect at such time as of any time.


 


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


 


[1“Senior
Indebtedness” – definition to be inserted, if applicable]


 


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


 


“Stated
Interest Rate” means a rate (whether fixed or variable) at which an obligation
by its terms is stated to bear simple interest. Any calculation or other determination to be made under this Indenture by reference
to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost to the Company of such Security
and without regard to the Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness in respect
of which the Company’s obligations are evidenced or secured in whole or in part by such Security.


 


“Stated
Maturity,” when used with respect to any Security or any obligation or any
installment of principal thereof or interest thereon, means the date on which the principal of such obligation or such installment
of principal or interest is stated in such Security to be due and payable (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension).


 




    	 	-7-	 



     

    

 


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


 


“Trust
Indenture Act” means, as of any time, the Trust Indenture Act of 1939, as
amended, or any successor statute, as in effect at such time.


 


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


 


“United
States” means the United States of America, its Territories, its possessions
and other areas subject to its political jurisdiction.


 


section
102. Compliance Certificates and Opinions.


 


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


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(a)          a
statement that each Person signing such certificate or opinion has read such covenant or condition 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 Person, such Person has made such examination or investigation as is necessary to enable
such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


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


 


section
103. Form of Documents Delivered to Trustee.


 


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


 




    	 	-8-	 



     

    

 


Any certificate
or opinion of an officer of the Company may be based (without further examination or investigation), insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with respect to the matters upon which such Officer’s
Certificate or opinion are based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.


 


Where (i) any
Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, or (ii) two or more Persons are each required to make, give or execute any such application,
request, consent, certificate, statement, opinion or other instrument under this Indenture, any such applications, requests, consents,
certificates, statements, opinions or other instruments may, but need not, be consolidated and form one instrument.


 


Whenever, subsequent
to the receipt by the Trustee of any Board Resolution, Officer’s Certificate, Opinion of Counsel or other document or instrument,
a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected
form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument
shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument
for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument
indicates that action has been taken by or at the request of the Company which could not have been taken had the original document
or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective
but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad
faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or
instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably
with all other Outstanding Securities, except as aforesaid.


 


section
104. Acts of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record
of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called
and held in accordance with the provisions of Article Thirteen, 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 and 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 (subject to Section 901) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved in the manner provided in Section 1306.


 




    	 	-9-	 



     

    

 


(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 or may be proved in any other
manner which the Trustee and the Company deem sufficient. 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.


 


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


 


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


 


(e)          Until
such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal
amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf
of a Holder may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder,
proven in the manner in which such instrument was proven.


 


(f)          Securities
of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine,
new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company,
to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series or Tranche.


 


(g)          If
the Company shall solicit from Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by Company Order, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Securities shall be computed as of the record date. Any such Act, given as aforesaid, shall be effective whether
or not the Holders which authorized or agreed or consented to such Act remain Holders after such record date and whether or not
the Securities held by such Holders remain Outstanding after such record date.


 




    	 	-10-	 



     

    

 


section
105. Notices, etc. to Trustee and Company.


 


Any request, demand,
authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or 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
delivered personally to an officer or other responsible employee of the addressee, or transmitted by facsimile transmission or
other direct written electronic means (such means of delivery being acceptable to the Trustee or the Company, as applicable) to
such telephone number or other electronic communications address set forth for such party below or such other address as the parties
hereto shall from time to time designate, or delivered by registered or certified mail or reputable overnight courier, charges
prepaid, to the applicable address set opposite such party’s name below or to such other address as such party hereto may
from time to time designate:


 


If to the Trustee, to:


 


The Bank of New York Mellon

____________

____________


 


Attention:

Telephone:

Facsimile:


 


With a copy to:


 


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

____________

____________


 


Attention:

Telephone:

Facsimile:


 


If to the Company, to:


 


Florida Power & Light Company

700 Universe Boulevard

Juno Beach, Florida 33408


 


Attention:

Telephone:

Facsimile:


 


Any communication
contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery,
if transmitted by facsimile transmission or other direct written electronic means, on the date of transmission, and if transmitted
by registered or certified mail or reputable overnight courier, on the date of receipt.


 




    	 	-11-	 



     

    

 


The Trustee agrees
to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or
other similar unsecured electronic methods. In the absence of gross negligence or willful misconduct, the Trustee’s understanding
of any such instructions or directions as may be given by the Company pursuant to this paragraph shall be deemed controlling. The
Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon and compliance with such instructions or directions notwithstanding that such instructions or directions conflict or are inconsistent
with a subsequent written instruction or direction received by the Trustee after it has acted in compliance with the prior unsecured
e-mail, facsimile transmission, or direction or instruction provided by other similar unsecured electronic methods. When providing
electronic instructions or directions, the Company agrees to assume all risks arising out of the use of such electronic methods
to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions or directions, and the risk of interception and misuse of such electronic instructions or directions by third parties.


 


section
106. Notice to Holders of Securities; Waiver.


 


Unless otherwise
provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, and except
as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date, and
not earlier than the earliest date, if any, prescribed for the giving of such notice; provided that the Company,
the Trustee and one or more Holders may from time to time agree in writing that notices to such Holders may or shall be given by
a different method.


 


In case by reason
of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders
by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.


 


Any notice required
by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event otherwise
to be specified therein, 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.


 


section
107. Conflict with Trust Indenture Act.


 


If any provision
of this Indenture limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the Trust Indenture Act, such other provision shall control;
and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.


 


section
108. Effect of Headings and Table of Contents.


 


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


 




    	 	-12-	 



     

    

 


section
109. Successors and Assigns.


 


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


 


section
110. Separability Clause.


 


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


 


section
111. Benefits of Indenture.


 


Nothing in this
Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder,
[2and] the Holders of any Outstanding Securities [1and,
so long as the notice described in Section 1413 hereof has not been given, the holders of Senior Indebtedness], any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


section
112. Governing Law.


 


This Indenture
and the Securities shall be governed by and construed in accordance with the law of the State of New York (including without limitation
Section 5-1401 of the New York General Obligations Law or any successor to such statute), without giving effect to its conflicts-of-law
principles.


 


section
113. Legal Holidays.


 


Unless otherwise
provided with respect to a series of Securities as contemplated in Section 301(u), in any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities other than a provision in Securities of any series, or any Tranche thereof,
or in an indenture supplemental hereto, or in the Board Resolution or Officer’s Certificate which establishes the terms of
the Securities of such series or Tranche, which specifically states that such provision shall apply in lieu of this Section) payment
of interest or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect, and in the same amount, as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, as the case may be, and, if such payment is made or duly provided for
on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to such Business Day.


 


section
114. Investment of Cash Held by Trustee.


 


Any cash held
by the Trustee or any Paying Agent under Article Four of this Indenture shall, at the request of the Company evidenced
by Company Order, be invested or reinvested in Investment Securities designated by the Company and acceptable to the Trustee (such
Company Order to contain a representation to the effect that the securities designated therein constitute Investment Securities),
and any interest on such Investment Securities shall be promptly paid over to the Company as received. Such Investment Securities
shall be held subject to the same provisions hereof as the cash used to purchase the same, but upon a like request of the Company
shall be sold, in whole or in designated part, and the proceeds of such sale shall be held subject to the same provisions hereof
as the cash used to purchase the Investment Securities so sold. If such sale shall produce a net sum less than the cost of the
Investment Securities so sold, the Company shall pay to the Trustee or any such Paying Agent, as the case may be, such amount in
cash as, together with the net proceeds from such sale, shall equal the cost of the Investment Securities so sold, and if such
sale shall produce a net sum greater than the cost of the Investment Securities so sold, the Trustee or any such Paying Agent,
as the case may be, shall promptly pay over to the Company an amount in cash equal to such excess. In no event shall the Trustee
be liable for any loss incurred in connection with the sale of any Investment Security pursuant to this Section.


 




    	 	-13-	 



     

    

 


section
115. 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.


 


section
116. 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 SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.


 


section
117. Compliance with Applicable Tax Law.


 


In order to comply
with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent
authorities) in effect from time to time (“Applicable Tax Law”) that the Company, the Trustee or the applicable
Paying Agent is or has agreed to be subject to, the Company and the Trustee each agree to provide the other party with information
in its possession about the Holders or other applicable parties and/or transactions (including any modification to the terms of
such transactions) that is reasonably requested by the other party so the other party can determine whether it or the applicable
Paying Agent has tax related obligations under Applicable Tax Law. In connection with any payments on any Securities issued under
this Indenture, the Company, the Trustee and the applicable Paying Agent shall be entitled to withhold or deduct amounts required
to be withheld or deducted from such payments by Applicable Tax Law, and neither the Company nor the Trustee nor the applicable
Paying Agent shall have any obligation to gross-up any such payments or to pay any additional amounts with respect to such withholding
or deduction.


 




    	 	-14-	 



     

    

 


ARTICLE
Two



Security Forms


 


section
201. Forms Generally.


 


The definitive
Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to such
supplemental indenture or Board Resolution, in each case with such appropriate terms, insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such notations, legends or endorsements placed thereon as may be required to comply with applicable law, the rules of any securities
exchange or depository, including The Depository Trust Company, or other clearing corporation or securities intermediary, automated
quotation system, agreements to which the Company is subject, or usage, or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are
established in a Board Resolution or in an Officer’s Certificate pursuant to a Board Resolution, such Board Resolution and
Officer’s Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 303 for the authentication and delivery of such Securities.


 


Unless otherwise
specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered
form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing
such Securities, as evidenced by their execution thereof.


 


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


 


The Trustee’s
certificate of authentication shall be in substantially the form set forth below:


 


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


 


	Dated:	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


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. Subject to the last paragraph of this Section, prior to the authentication and
delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution,
or in an Officer’s Certificate (which need not comply with Section 102) pursuant to a supplemental indenture
or a Board Resolution:


 


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


 


(b)          any
limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 304, 305, 306, 406 or 1206 and, except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 




    	 	-15-	 



     

    

 


(c)          the
Person or Persons (without specific identification) to whom interest on Securities of such series, or any Tranche thereof, shall
be payable on any Interest Payment Date, if other than the Persons in whose names such Securities (or one or more Predecessor Securities)
are registered at the close of business on the Regular Record Date for such interest;


 


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


 


(e)          the
rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or
rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest [1, or interest deferred
as contemplated in Section 312] shall bear interest, if any), or any formulary or other method or other means by
which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture
or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall
be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; [1the
right of the Company, if any, to extend the interest payment periods and the duration of any such extension, and the consequences
thereof, as contemplated by Section 312;] and the basis of computation of interest, if other than as provided in
Section 310;


 


(f)          the
place or places at which or methods (if other than as provided in this Indenture) by which (1) the principal of and premium, if
any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2) registration of transfer
of Securities of such series, or any Tranche thereof, may be effected, (3) exchanges of Securities of such series, or any Tranche
thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Securities of such series, or any
Tranche thereof, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche;
and, if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof;


 


(g)          the
period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which
the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any
restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Securities
of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange or such interdealer
quotation system or self-regulatory organization upon which Securities are listed or traded;


 


(h)          the
obligation or obligations, if any, of the Company to redeem or purchase or repay the Securities of such series, or any Tranche
thereof, pursuant to any sinking fund or other mandatory redemption provisions 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 and the terms and conditions upon which such
Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, and applicable exceptions
to the requirements of Section 404 in the case of mandatory redemption or redemption or repayment at the option of
the Holder;


 




    	 	-16-	 



     

    

 


(i)          the
denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of [$1,000]
[$25] and any integral multiple thereof;


 


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


 


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


 


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


 


(m)          if
the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any
Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the
manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;


 


(n)          if
other than the entire principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche
thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802;


 


(o)          any
Events of Default, in addition to those specified in Section 801, or any exceptions to those specified in Section
801 with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the
Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six, or any exceptions
to those set forth in Article Six;


 


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


 


(q)          the
obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series,
or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, whether Eligible Obligations include
Investment Securities with respect to Securities of such series, and any additional or alternative provisions for the reinstatement
of the Company’s indebtedness in respect of such Securities after the satisfaction and discharge thereof as provided in Sections
701 and 702 (or any exceptions to those set forth in Sections 701 and 702);


 




    	 	-17-	 



     

    

 


(r)          if
the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the rights of the
Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any
limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu of global
form and (iii) any and all other matters incidental to such Securities;


 


(s)          if
the Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental
thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section
1201;


 


(t)          to
the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders
of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration
of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such series,
or any Tranche thereof, the amount or terms thereof;


 


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


 


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


 


(w)          [1any
modifications of subordination provisions contained in Article Fourteen with respect to Securities of such series;]
and


 


(x)          any
other terms of the Securities of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture.


 


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


 


All Securities
of any one series shall be substantially identical, except as to principal amount and date of issue and except as may be set forth
in the terms of such series as contemplated above. [1The Securities of each series shall be subordinated in right of
payment to Senior Indebtedness as provided in Article Fourteen.]


 


Unless otherwise
provided with respect to a series of Securities as contemplated in Section 301(b), the aggregate principal amount
of a series of Securities may be increased and additional Securities of such series may be issued up to any maximum aggregate principal
amount authorized with respect to such series as increased.


 




    	 	-18-	 



     

    

 


section
302. Denominations.


 


Unless otherwise
provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities
of each series shall be issuable in denominations of [$1,000] [$25] and any integral multiple thereof.


 


section
303. Execution, Authentication, Delivery and Dating.


 


Unless otherwise
provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities
shall be executed on behalf of the Company by an Authorized Officer and may have the corporate seal of the Company affixed thereto
or reproduced thereon and attested by any other Authorized Officer. The signature of any or all of these officers on the Securities
may be manual or facsimile.


 


Securities bearing
the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers 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.


 


The Trustee shall
authenticate and deliver Securities of a series, for original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:


 


(a)          the
instrument or instruments establishing the form or forms and terms of the Securities of such series, as provided in Sections
201 and 301;


 


(b)          a
Company Order requesting the authentication and delivery of such Securities and to the extent that the terms of such Securities
shall not have been established in an indenture supplemental hereto or in a Board Resolution, or in an Officer’s Certificate
pursuant to a supplemental indenture or Board Resolution, all as contemplated by Sections 201 and 301, either (i)
establishing such terms or (ii) in the case of Securities of a series subject to a Periodic Offering, specifying procedures, acceptable
to the Trustee, by which such terms are to be established (which procedures may provide, to the extent acceptable to the Trustee,
for authentication and delivery pursuant to oral or electronic instructions from the Company or any agent or agents thereof, which
oral instructions are to be promptly confirmed electronically or in writing), in either case in accordance with the instrument
or instruments delivered pursuant to clause (a) above;


 


(c)          the
Securities of such series, each executed on behalf of the Company by an Authorized Officer;


 


(d)          an
Opinion of Counsel to the effect that:


 


(i)           (A)
the form or forms of such Securities have been duly authorized by the Company, and (B) the form or forms of the Securities have
been established in conformity with the provisions of this Indenture;


 


(ii)          (A)
the terms of such Securities have been duly authorized by the Company, and (B) the terms of the Securities have been established
in conformity with the provisions of this Indenture; and


 




    	 	-19-	 



     

    

 


(iii)         such
Securities, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid
and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance
with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights,
including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights
and remedies of creditors generally and general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);


 


provided, however,
that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion
of Counsel only once at or prior to the time of the first authentication and delivery of Securities of such series, and that in
lieu of the opinions described in clauses (ii) and (iii) above such Opinion of Counsel may, alternatively, state,
respectively,


 


(x)          that,
when the terms of such Securities shall have been established pursuant to a Company Order or Orders, or pursuant to such procedures
(acceptable to the Trustee) as may be specified from time to time by a Company Order or Orders, all as contemplated by and in accordance
with the instrument or instruments delivered pursuant to clause (a) above, such terms will have been duly authorized
by the Company, and will have been established in conformity with the provisions of this Indenture; and


 


(y)         that
such Securities when (1) executed by the Company, (2) authenticated and delivered by the Trustee in accordance with this Indenture,
(3) issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel and
(4) paid for as contemplated by and in accordance with the aforesaid Company Order or Orders or specified procedures referred to
in paragraph (x) above, as the case may be, will have been duly issued under this Indenture and will constitute valid
and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance
with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights,
including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights
and remedies of creditors generally and general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).


 


With respect to
Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company
of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon
the Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable,
at or prior to the time of the first authentication of Securities of such series, unless and until such opinion or other documents
have been superseded or revoked or expire by their terms. In connection with the authentication and delivery of Securities of a
series pursuant to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to authenticate
and deliver such Securities do not violate any applicable law or any applicable rule, regulation or order of any Governmental Authority
having jurisdiction over the Company.


 


If the forms or
terms of the Securities of any series have been established by or pursuant to a Board Resolution or an Officer’s Certificate
as permitted by Sections 201 or 301, the Trustee shall not be required to authenticate such Securities if the issuance
of such Securities pursuant to this Indenture will materially or adversely affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 




    	 	-20-	 



     

    

 


Unless otherwise
specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, each Security
shall be dated the date of its authentication.


 


Unless otherwise
specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, no Security
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent
by manual signature of an authorized officer thereof, 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 to the Company,
or any Person acting on its behalf, but shall never have been issued and sold by the Company, and the Company shall deliver such
Security to the Security Registrar 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 Officer’s Certificate and an Opinion
of Counsel) stating that such Security has never been issued and 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 hereof.


 


section
304. Temporary Securities.


 


Pending the preparation
of definitive Securities of any series, or any Tranche thereof, 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 with such
appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as evidenced by their execution of such Securities; provided, however, that temporary Securities need
not recite specific redemption, sinking fund, conversion or exchange provisions.


 


Unless otherwise
specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after
the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be
exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such
temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment
for such Securities. Upon such surrender of temporary Securities, the Company shall, except as aforesaid, execute and the Trustee
shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal amount.


 


Until exchanged
in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.


 




    	 	-21-	 



     

    

 


section
305. Registration, Registration of Transfer and Exchange.


 


The Company shall
cause to be kept in each office designated pursuant to Section 602, with respect to the Securities of each series
or any Tranche thereof, a register (all registers kept in accordance with this Section being collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series or Tranche and the registration of transfer thereof. The Company shall designate one Person to maintain
the Security Register for the Securities of each series on a consolidated basis, and such Person is referred to herein, with respect
to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices or an office of any Affiliate as an office in which a register with respect to the Securities
of one or more series, or any Tranche or Tranches thereof, shall be maintained, and the Company may designate itself or any Affiliate
as the Security Registrar with respect to one or more of such series. The Security Register shall be open for inspection by the
Trustee and the Company at all reasonable times.


 


Except as otherwise
specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, upon
surrender for registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained
pursuant to Section 602 in a Place of Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same
series and Tranche, of authorized denominations and of like tenor and aggregate principal amount.


 


Except as otherwise
specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, any
Security of such series or Tranche may be exchanged at the option of the Holder, for one or more new Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


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


 


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


 


Unless otherwise
specified as contemplated by Section 301 with respect to Securities of any series, or any Tranche thereof, 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, 406 or 1206 not involving any transfer.


 


The Company shall
not be required to execute or to provide for the registration of transfer of or the exchange of (a) Securities of any series, or
any Tranche thereof, during a period of fifteen (15) days immediately preceding the date notice is to be given identifying
the serial numbers of the Securities of such series or Tranche called for redemption, (b) any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part or (c) any Security during the fifteen
(15) days before an Interest Payment Date.


 




    	 	-22-	 



     

    

 


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


 


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


 


If there shall
be delivered to the Company and the Trustee (a) evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by
a protected purchaser, as this term is defined in the Uniform Commercial Code of New York as in effect on the date of the execution
and delivery of this Indenture, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and Tranche, and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


 


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


 


Upon the issuance
of any new Security under this Section, 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 reasonable expenses (including the fees and expenses of the Trustee)
in connection therewith.


 


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


 


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


 


section
307. Payment of Interest; Interest Rights Preserved.


 


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


 


[1Subject
to Section 312, any] [Any] interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to
be payable to the Holder on the related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:


 




    	 	-23-	 



     

    

 


(a)          The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a date (herein called a “Special Record
Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of
the proposed payment and not less than ten (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
promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at the address of such Holder as it appears in the Security Register,
not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date.


 


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


 


Subject to the
foregoing provisions of this Section 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 the due
presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 305 and 307) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Trustee or any agent
of the Company or the Trustee shall be affected by notice to the contrary.


 




    	 	-24-	 



     

    

 


section
309. Cancellation by Security Registrar.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange or credit against any sinking fund payment shall, if
surrendered to any Person other than the Security Registrar, be delivered to the Security Registrar and, if not theretofore canceled,
shall be promptly canceled by the Security Registrar. The Company may at any time deliver to the Security Registrar for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever or
which the Company shall not have issued and sold, and all Securities so delivered shall be promptly canceled by the Security Registrar.
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. All canceled Securities held by the Security Registrar shall be disposed of in accordance
with the customary procedures of the Security Registrar as at the time of disposition shall be in effect, and the Security Registrar
shall promptly deliver a certificate of disposition to the Trustee and the Company unless, by a Company Order delivered to the
Security Registrar and the Trustee, the Company shall direct that canceled Securities be returned to it. The Security Registrar
shall promptly deliver evidence of any cancellation of a Security in accordance with this Section 309 to the Trustee
and the Company.


 


section
310. Computation of Interest.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series, or any Tranche thereof, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and with respect to any period
shorter than a full calendar month, on the basis of the actual number of days elapsed during such period.


 


section
311. Payment to Be in Proper Currency.


 


In the case of
the Securities of any series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite currency
(the “Required Currency”), except as otherwise specified with respect to such Securities as contemplated by
Section 301, the obligation of the Company to make any payment of the principal thereof, or the premium, if any,
or interest, if any, thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in
any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely
holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than
the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required
Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any shortfall or delinquency in the full amount of Required
Currency then due and payable, and in no circumstances shall the Trustee be liable therefor except in the case of its negligence
or willful misconduct.


 


section
312. [1Extension of Interest Payment.


 


The Company shall
have the right at any time, so long as no Event of Default hereunder has occurred and is continuing with respect to the Securities
of any series, to extend interest payment periods from time to time on all Securities of such series, if so specified as contemplated
by Section 301 with respect to such Securities and upon such terms as may be specified as contemplated by Section
301 with respect to such Securities.]


 


section
313. CUSIP Numbers.


 


The Company in
issuing the Securities may use CUSIP, ISIN or other similar numbers (if then generally in use), and, if so, the Company, the Trustee
or the Security Registrar may use CUSIP, ISIN or such other numbers in notices or redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed
on the Securities, in which case none of the Company or, as the case may be, the Trustee or the Security Registrar, or any agent
of any of them, shall have any liability in respect of any CUSIP, ISIN or such other numbers used on any such notice, and any such
redemption shall not be affected by any defect in or omission of such numbers.


 




    	 	-25-	 



     

    

 


ARTICLE
Four



Redemption of Securities


 


section
401. Applicability of Article.


 


Securities of
any series, or any Tranche thereof, 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 such series or Tranche)
in accordance with this Article.


 


section
402. Election to Redeem; Notice to Trustee.


 


The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate. The Company shall,
at least twenty (20) days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee, in writing of such Redemption Date and of the principal amount of such Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture (other than the giving of notice of such redemption and
the deposit of money for such redemption with the Trustee), the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction or condition.


 


section
403. Selection of Securities to Be Redeemed.


 


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


 


In the case of
Securities held in book-entry form, the particular Securities to be redeemed shall be selected in accordance with the procedures
of the applicable depositary.


 


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


 


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


 




    	 	-26-	 



     

    

 


section
404. Notice of Redemption.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series, notice of redemption shall be given in
the manner provided in Section 106 to the Holders of the Securities to be redeemed not less than ten (10) nor more
than sixty (60) days prior to the Redemption Date.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series, or any Tranche thereof, all notices of redemption
shall state:


 


(a)          the
Redemption Date,


 


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


 


(c)          if
less than all the Outstanding Securities of any series or Tranche are to be redeemed, the identification of the particular Securities
to be redeemed and the portion of the principal amount of any Security to be redeemed in part,


 


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


 


(e)          the
place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any, unless
it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall
not be required,


 


(f)          that
the redemption is for a sinking or other fund, if such is the case,


 


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


 


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


 


Unless otherwise
specified with respect to any Securities in accordance with Section 301, with respect to any notice of redemption
of Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been
paid in accordance with Section 701, such notice may state that such redemption shall be conditional upon the
receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient
to pay the principal of and premium, if any, and interest, if any, on such Securities and that if such money shall not have been
so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the
event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made
and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that
such money was not so received and such redemption was not required to be made, and the Paying Agent or Agents for the Securities
otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered
for payment upon such redemption.


 




    	 	-27-	 



     

    

 


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


 


section
405. Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions
thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment
of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to
bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof
shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that no such surrender shall be a condition to such payment if so specified as contemplated by Section
301 with respect to such Security; and provided, further, that, except as otherwise specified
as contemplated by Section 301 with respect to such Security, any installment of interest on any Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or
more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to the terms
of such Security and subject to the provisions of Section 307.


 


section
406. Securities Redeemed in Part.


 


Upon the surrender
of any Security which is to be redeemed only in part 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), the Company may execute, and the Trustee may authenticate and deliver
to the Holder of such Security, without service charge, a new Security or Securities of the same series and Tranche, of any authorized
denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


 


ARTICLE
Five



Sinking Funds


 


section
501. Applicability of Article.


 


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


 


The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series, or any Tranche thereof, is herein referred to
as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series, or any Tranche thereof, is herein referred to as an “optional sinking fund payment”.
If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 502. Each sinking fund payment shall be applied to the redemption
of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities.


 




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section
502. Satisfaction of Sinking Fund Payments with Securities.


 


The Company (a)
may deliver to the Trustee Outstanding Securities (other than any previously called for redemption) of a series or Tranche in respect
of which a mandatory sinking fund payment is to be made and (b) may apply as a credit Securities of such series or Tranche which
have been (i) 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 or (ii) repurchased by the Company in the
open market, by tender offer or otherwise, in each case in satisfaction of all or any part of such mandatory sinking fund payment;
provided, however, that no Securities shall be applied in satisfaction of a mandatory sinking fund
payment if such Securities shall have been previously so applied. Securities so applied shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund
and the amount of such mandatory sinking fund payment shall be reduced accordingly.


 


section
503. Redemption of Securities for Sinking Fund.


 


Not less than
twenty (20) days prior to each sinking fund payment date for the Securities of any series, or any Tranche thereof, the Company
shall deliver to the Trustee an Officer’s Certificate specifying:


 


(a)          the
amount of the next succeeding mandatory sinking fund payment for such series or Tranche;


 


(b)          the
amount, if any, of the optional sinking fund payment to be made together with such mandatory sinking fund payment;


 


(c)          the
aggregate sinking fund payment;


 


(d)          the
portion, if any, of such aggregate sinking fund payment which is to be satisfied by the payment of cash; and


 


(e)          the
portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and crediting Securities of such
series or Tranche pursuant to Section 502 and stating the basis for such credit and that such Securities have
not previously been so credited, and the Company shall also deliver to the Trustee not later than twenty (20) days prior to such
sinking fund payment date, any Securities to be so delivered.


 


If the Company
shall not deliver such Officer’s Certificate, the next succeeding sinking fund payment for such series or Tranche shall be
made entirely in cash in the amount of the mandatory sinking fund payment. Not less than ten (10) 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 403 and cause notice of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 404. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 405 and 406.


 




    	 	-29-	 



     

    

 


ARTICLE
Six



Covenants


 


section
601. Payment of Principal, Premium and Interest.


 


The Company shall
pay the principal of and premium, if any, and interest, if any, on the Securities of each series in accordance with the terms of
such Securities and this Indenture.


 


section
602. Maintenance of Office or Agency.


 


The Company shall
maintain in each Place of Payment for the Securities of each series, or any Tranche thereof, an office or agency where payment
of such Securities shall be made or such Securities shall be surrendered for payment, where the registration of transfer or exchange
of such Securities may be effected and where notices and demands to or upon the Company in respect of such Securities and this
Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location,
of each such office or agency and prompt notice to the Holders of any such change in the manner specified in Section 106.
If at any time the Company shall fail to maintain any such required office or agency in respect of Securities of any series, or
any Tranche thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Securities may be made, registration
of transfer or exchange thereof may be effected and notices and demands in respect of such Securities and this Indenture may be
served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent for all such purposes
in any such event.


 


The Company may
also from time to time designate one or more other offices or agencies with respect to the Securities of one or more series, or
any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided,
however, that, unless otherwise specified as contemplated by Section 301 with respect to the Securities
of such series or Tranche, no such designation or rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements set forth
above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in
Section 106, of any such designation or rescission and of any change in the location of any such other office or
agency.


 


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


 


section
603. 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 the Securities of any series, or any Tranche thereof, it shall, on
or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium, if any, or interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly
notify the Trustee of any failure by the Company (or any other obligor on such Securities) to make any payment of principal of
or premium, if any, or interest, if any, on such Securities.


 




    	 	-30-	 



     

    

 


Whenever the Company
shall have one or more Paying Agents for the Securities of any series, or any Tranche thereof, it shall, on or before each due
date of the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient
(without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit
of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of any failure by it so to act.


 


The Company shall
cause each Paying Agent for the Securities of any series, or any Tranche thereof, other than the Company or 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 shall:


 


(a)          hold
all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Securities 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 failure by the Company (or any other obligor upon such Securities) to make any payment of principal of
or premium, if any, or interest, if any, on such Securities; and


 


(c)          at
any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and
addresses of the Persons entitled to such sums.


 


The Company may
at any time 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, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article
Seven; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.


 


Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if
any, or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest,
if any, has become due and payable shall, to the extent permitted by law, be paid to the Company on Company Request, or, if then
held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of such Security shall,
as an unsecured general creditor and not as a Holder of an Outstanding Security, look only to the Company for payment of the amount
so due and payable and remaining unpaid, unless applicable law provides otherwise, 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 payment to the Company, may
at the expense of the Company cause to be mailed, on one occasion only, notice to such Holder that such money remains unclaimed
and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such mailing, any unclaimed
balance of such money then remaining will be paid to the Company.


 


section
604. Corporate Existence.


 


Subject to the
rights of the Company under Article Eleven, the Company shall do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence.


 




    	 	-31-	 



     

    

 


section
605. Maintenance of Properties.


 


The Company shall
cause (or, with respect to property owned in common with others, make reasonable effort to cause) all its properties used or useful
in the conduct of its business to be maintained and kept in good condition, repair and working order and shall cause (or, with
respect to property owned in common with others, make reasonable effort to cause) to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as, in the judgment of the Company, may be necessary so that the business carried on
in connection therewith may be properly conducted; provided, however, that nothing in this Section
shall prevent the Company from discontinuing, or causing the discontinuance of, the operation and maintenance of any of its properties
if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business.


 


section
606. Annual Officer’s Certificate as to Compliance.


 


Not later than
April 1 in each year, commencing April 1, ____, the Company shall deliver to the Trustee an Officer’s Certificate which need
not comply with Section 102, executed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, as to such officer’s knowledge of the Company’s compliance with all conditions
and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice
under this Indenture, and making any other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.


 


section
607. Waiver of Certain Covenants.


 


The Company may
omit in any particular instance to comply with any term, provision or condition set forth in (a) Section 602 or any
additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as contemplated
by Section 301 or by clause (b) of Section 1201 if before the time for such compliance
the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to
which compliance with Section 602 or such additional covenant or restriction is to be omitted, considered as one
class, shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term,
provision or condition and (b) Section 604, Section 605 or Article Eleven if before the time for such
compliance the Holders of a majority in aggregate principal amount of Securities Outstanding under this Indenture shall, by Act
of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition;
but, in the case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE
Seven



Satisfaction and Discharge


 


section
701. Satisfaction and Discharge of Securities.


 


Any Security or
Securities, or any portion of the principal amount thereof, shall be deemed to have been paid for all purposes of this Indenture,
and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged, if there shall
have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust:


 


(a)          money
in an amount which shall be sufficient, or


 




    	 	-32-	 



     

    

 


(b)          in
the case of a deposit made prior to the Maturity of such Securities or portions thereof, Eligible Obligations, which shall not
contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of
and the interest on which when due, without any regard to reinvestment thereof, will provide moneys which, together with the money,
if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or


 


(c)          a
combination of (a) or (b) which shall be sufficient,


 


to pay when due the principal of
and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on or prior to Maturity;
provided, however, that in the case of the provision for payment or redemption of less than all the
Securities of any series or Tranche, such Securities or portions thereof shall have been selected by the Trustee as provided herein
and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable
authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee;
and provided, further, that the Company shall have delivered to the Trustee and such Paying Agent:


 


(x) 
if such deposit shall have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible
Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 703;


 


(y) 
an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating
to the deemed payment (such Officer’s Certificate to show the calculations on which it is based if such Officer’s Certificate
is based upon calculations) and, if the Officer’s Certificate described in clause (z) below shall have
been delivered, satisfaction and discharge of the Company’s indebtedness in respect of such Securities have been complied
with; and


 


(z) 
if the Company intends such deposit to satisfy and discharge its indebtedness in respect of such Securities or portions thereof
prior to the Maturity of such Securities or portion thereof, an Officer’s Certificate stating the Company’s intention
that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof will
have been satisfied and discharged as contemplated in this Section.


 


Upon the deposit
of money or Eligible Obligations, or both, in accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Security
or Securities or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of
this Indenture and that the entire indebtedness of the Company in respect thereof has been satisfied and discharged as contemplated
in this Section. In the event that all of the conditions set forth in the preceding paragraph shall have been satisfied in respect
of any Securities or portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z)
(if otherwise required) shall not have been delivered, such Securities or portions thereof shall nevertheless be deemed to have
been paid for all purposes of this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no longer
entitled to the benefits of this Indenture or of any of the covenants of the Company under Article Six (except
the covenants contained in Sections 602 and 603) or any other covenants made in respect of such Securities or portions
thereof as contemplated by Section 301 or Section 1201(b), but the indebtedness of the Company in respect
of such Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other
purpose, and the Holders of such Securities or portions thereof shall continue to be entitled to look to the Company for payment
of the indebtedness represented thereby; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities
or portions thereof are deemed to have been paid for all purposes of this Indenture.


 




    	 	-33-	 



     

    

 


If payment at
Stated Maturity of less than all of the Securities of any series, or any Tranche thereof, is to be provided for in the manner and
with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in
the manner specified by Section 403 for selection for redemption of less than all the Securities of a series or Tranche.


 


In the event that
Securities which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s
indebtedness in respect thereof shall have been satisfied and discharged, all as provided in this Section do not mature and are
not to be redeemed within the sixty (60) day period commencing with the date of the deposit of moneys or Eligible Obligations,
as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect
to such Securities, to the Holders of such Securities to the effect that such deposit has been made and the effect thereof.


 


Notwithstanding
that any Securities shall be deemed to have been paid for purposes of this Indenture, as aforesaid, the obligations of the Company
and the Trustee in respect of such Securities under Sections 304, 305, 306, 403, 404, 406, 503 (as to notice of redemption),
602, 603, 907, 909, 910 and 915 and this Article Seven shall survive such satisfaction and discharge.


 


The Company shall
pay, and shall indemnify the Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided
in this Section against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal
or interest received in respect of such Eligible Obligations, including, but not limited to, any such tax payable by any entity
deemed, for tax purposes, to have been created as a result of such deposit.


 


Anything herein
to the contrary notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture,
and, if such is the case, the Company’s indebtedness in respect thereof would be deemed to have been satisfied or discharged,
pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may
be, (i) shall be required to return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable Federal or State bankruptcy, insolvency or other similar law, or (ii) are
unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of
any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, such Security shall thereupon
be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s indebtedness in respect
thereof shall retroactively be deemed not to have been effected, and such Security shall be deemed to remain Outstanding and (b)
any satisfaction and discharge of the Company’s indebtedness in respect of any Security shall be subject to the provisions
of the last paragraph of Section 603.


 


section
702. Satisfaction and Discharge of Indenture.


 


This Indenture
shall upon Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a)          no
Securities remain Outstanding hereunder; and


 




    	 	-34-	 



     

    

 


(b)          the
Company has paid or caused to be paid, or made provision acceptable to the Trustee for payment of, all other sums payable hereunder
by the Company;


 


provided, however,
that if, in accordance with the last paragraph of Section 701, any Security, previously deemed to have
been paid for purposes of this Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon
be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same.


 


Notwithstanding
the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee under Sections
304, 305, 306, 403, 404, 406, 503 (as to notice of redemption), 602, 603, 907, 909, 910 and 915 and this Article
Seven shall survive such satisfaction and discharge.


 


Upon satisfaction
and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the Company or
to the order of the Company, subject to the lien provided by Section 907, any and all money, securities and other
property then held by the Trustee for the benefit of the Holders of the Securities other than money and Eligible Obligations held
by the Trustee pursuant to Section 703 and shall execute and deliver to the Company such instruments as, in the judgment
of the Company, shall be necessary, desirable or appropriate to effect or evidence the satisfaction and discharge of this Indenture.


 


section
703. Application of Trust Money.


 


Neither the Eligible
Obligations nor the money deposited pursuant to Section 701, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and such Eligible Obligations and money deposited and the principal
and interest payments on any such Eligible Obligations shall be held in trust for, the payment of the principal of and premium,
if any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made,
all subject, however, to the provisions of Section 603; provided, however, that, so long
as there shall not have occurred and be continuing an Event of Default, any cash received from such principal or interest payments
on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable, be invested in Eligible Obligations
of the type described in clause (b) in the first paragraph of Section 701 maturing
at such times and in such amounts as shall be sufficient, together with any other moneys and the proceeds of any other Eligible
Obligations then held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any, due and to become
due on such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall
be paid over to the Company or to the order of the Company as received, free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and provided, further, that, so long
as there shall not have occurred and be continuing an Event of Default, any moneys held in accordance with this Section on the
Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if
any, then due on such Securities shall be paid over to the Company or to the order of the Company free and clear of any trust,
lien or pledge under this Indenture except the lien provided by Section 907; and provided, further,
that if an Event of Default shall have occurred and be continuing, moneys to be paid over to the Company or to the order of the
Company pursuant to this Section shall be held until such Event of Default shall have been waived or cured.


 




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ARTICLE
Eight



Events of Default; Remedies


 


section
801. Events of Default.


 


“Event
of Default,” wherever used herein with respect to Securities of any series, means any one of the following events, subject
to such additions and exceptions as may be provided pursuant to Section 301:


 


(a)          failure
to pay interest, if any, on any Security of such series within thirty (30) days after the same becomes due and payable [1(whether
or not payment is prohibited by the subordination provisions of Article Fourteen hereof); provided,
however, that a valid extension of the interest payment period by the Company as contemplated in Section 312
of this Indenture shall not constitute a default in the payment of interest for this purpose]; or


 


(b)          failure
to pay the principal of or premium, if any, on any Security of such series when it becomes due and payable [1(whether
or not payment is prohibited by the subordination provisions of Article Fourteen hereof)]; or


 


(c)          failure
to perform, or breach of, any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default
in the performance of which or breach of which is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of one or more series of Securities other than such series) and the continuance
of such default or breach for a period of ninety (90) days after there has been given, by registered or certified mail, to the
Company by the Trustee, or to the Company and the Trustee by the Holders of at least 33% in aggregate principal amount of the Outstanding
Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount
of Securities of such series not less than the principal amount of Securities the Holders of which gave such notice, as the case
may be, shall agree in writing to an extension of such period prior to its expiration; provided, however,
that the Trustee, or the Trustee and the Holders of such principal amount of Securities of such series, as the case may be, shall
be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such period and
is being diligently pursued in good faith; or


 


(d)          the
entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (2) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one or more Persons
other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State bankruptcy, insolvency, reorganization or similar law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official for the Company or for any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of ninety (90) consecutive days; or


 




    	 	-36-	 



     

    

 


(e)          the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company
to the entry of a decree or order for relief in respect of the Company in a case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against the Company, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by the Company to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial
part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company
in writing of its inability to pay its debts generally as they become due, or the authorization of such action by the Board of
Directors; or


 


(f)          any
other Event of Default with respect to Securities of such series as shall have been specified in the terms thereof as contemplated
by Section 301(o).


 


section
802. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of
Default [1(other than an Event of Default described in Section 801(c))] applicable to the Securities of
one or more series, but not applicable to all Outstanding Securities, shall have occurred and be continuing, either the Trustee
or the Holders of not less than 33% in aggregate principal amount of the Securities of each such series may then declare the principal
amount of all Securities of such series (or, if any of the Securities of such series are Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) and
interest accrued thereon to be due and payable immediately [1(provided that the payment of principal and interest on
such Securities shall remain subordinated to the extent provided in this Indenture)], by a notice in writing to the Company (and
to the Trustee if given by Holders), and, upon receipt by the Company of notice of such declaration of acceleration, such principal
amount (or specified amount) and interest accrued thereon shall become immediately due and payable. If an Event of Default [1(other
than an Event of Default described in Section 801(c))] applicable to all Outstanding Securities shall have occurred
and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding
(considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities
(or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and
payable immediately [1(provided that the payment of principal and interest on such Securities shall remain subordinated
to the extent provided in this Indenture)], by a notice in writing to the Company (and to the Trustee if given by Holders), and,
upon receipt by the Company of notice of such declaration of acceleration, such principal amount (or specified amount) and interest
accrued thereon shall become immediately due and payable.


 


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


 


(a)          the
Company shall have paid or deposited with the Trustee a sum sufficient to pay


 




    	 	-37-	 



     

    

 


(1)          all
overdue interest, if any, on all Securities of such series then Outstanding;


 


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


 


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


 


(4)          all
amounts due to the Trustee under Section 907;


 


and


 


(b)          if,
after application of money paid or deposited in accordance with clause (a) of this Section 802, Securities
of such series would remain Outstanding, any other Event or Events of Default with respect to Securities of such series, other
than the non-payment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration,
shall have been cured or waived as provided in Section 813.


 


No such rescission shall affect
any subsequent Event of Default or impair any right consequent thereon.


 


section
803. Collection of Indebtedness and Suits for Enforcement by Trustee.


 


If an Event of
Default described in clause (a) or (b) of Section 801 shall have occurred and be continuing, the Company shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the Securities of the series with respect to which such Event
of Default shall have occurred, the whole amount then due and payable on such Securities for principal and premium, if any, and
interest, if any, and, to the extent permitted by law, interest on premium, if any, and on any overdue principal and interest,
at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 907.


 


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


 


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


 




    	 	-38-	 



     

    

 


section
804. Trustee May File Proofs of Claim.


 


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


 


(a)          to
file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for amounts due to the Trustee under Section 907) 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
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amounts due it under Section 907.


 


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


 


section
805. Trustee May Enforce Claims Without Possession of Securities.


 


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


 


section
806. Application of Money Collected.


 


Any money collected
by the Trustee pursuant to this Article shall be applied in the following order, to the extent permitted by law, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest,
if any, upon presentation of the Securities in respect of which or for the benefit of which such money shall have been collected
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First:
To the payment of all amounts due the Trustee under Section 907;


 


Second:
[1Subject to the provisions of Article Fourteen,] the payment of the amounts then due and unpaid upon
the Securities for principal of and premium, if any, and interest, if any, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal, premium, if any, and interest, if any, respectively; and


 




    	 	-39-	 



     

    

 


Third:
To the payment of the remainder, if any, to the Company or as a court of competent jurisdiction shall direct.


 


section
807. Limitation on Suits.


 


No Holder shall
have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the
appointment of a receiver or trustee, or for any other remedy under or with respect to this Indenture or the Securities, unless:


 


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


 


(b)          the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class, shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


(e)          no
direction inconsistent with such written request shall have been given to the Trustee during such sixty (60)-day period by the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class;


 


it being understood and intended
that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or the Securities to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to
seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture or the Securities,
except in the manner herein provided and for the equal and ratable benefit of all of such Holders.


 


section
808. Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section 307 [1and Section 312])
interest, if any, on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


section
809. Restoration of Rights and Remedies.


 


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


 




    	 	-40-	 



     

    

 


section
810. Rights and Remedies Cumulative.


 


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


 


section
811. Delay or Omission Not Waiver.


 


No delay or omission
of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


section
812. Control by Holders of Securities.


 


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


 


(a)          such
direction shall not be in conflict with any rule of law or with this Indenture, and could not involve the Trustee in personal liability
in circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate, and


 


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


 


section
813. Waiver of Past Defaults.


 


The Holders of
a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series waive any past default hereunder with respect to such series and its consequences, except a default


 


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


 


(b)          in
respect of a covenant or provision hereof which under Section 1202 cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


 




    	 	-41-	 



     

    

 


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


 


section
814. Undertaking for Costs.


 


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


 


section
815. Waiver of Usury, Stay or Extension Laws.


 


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


 


ARTICLE
Nine



The Trustee


 


section
901. Certain Duties and Responsibilities.


 


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


 


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


 


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


 




    	 	-42-	 



     

    

 


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


 


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


 


(i)           this
Section 901(c) shall not be construed to limit the effect of Section 901(a);


 


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


 


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


 


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


 


(d)              
Notwithstanding anything contained in this Indenture to the contrary, the duties and responsibilities of the Trustee under
this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to an indenture
trustee under the provisions of the Trust Indenture Act. For the purposes of Sections 315(b) and 315(d)(2) of the Trust
Indenture Act, the term “responsible officer” means a Responsible Officer (as herein defined).


 


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


 


section
902. Notice of Defaults.


 


The Trustee shall
give notice of any default hereunder with respect to the Securities of any series to the Holders of Securities of such series in
the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in Section 801(c),
no such notice to Holders shall be given until at least forty-five (45) 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.


 




    	 	-43-	 



     

    

 


section
903. Certain Rights of Trustee.


 


Subject to the
provisions of Section 901 and to the applicable provisions of the Trust Indenture Act:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(h)          except
as otherwise provided in Section 801, the Trustee shall not be charged with knowledge of any Event of Default with
respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee
shall have actual knowledge of the Event of Default or (2) written notice of such Event of Default shall have been given to the
Trustee by the Company or any other obligor on such Securities or by any Holder of such Securities;


 




    	 	-44-	 



     

    

 


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


 


(j)           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


 


(k)           in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, without limitation, 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.


 


section
904. Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the
Company and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. 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
905. May Hold Securities.


 


Each of the Trustee,
any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 908 and 913, may otherwise
deal with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


 


section
906. 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 except as expressly provided herein or
otherwise agreed with, and for the sole benefit of, the Company.


 


section
907. Compensation and Reimbursement.


 


The Company agrees


 


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


 


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


 




    	 	-45-	 



     

    

 


(c)          to
indemnify the Trustee and hold it harmless from and against, any loss, liability or expense arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder 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, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct
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 other than property and funds held in trust under Section
703 (except as otherwise provided in Section 703). “Trustee” for purposes of this Section
shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or
bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


When the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section 801(d) or Section
801(e), 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 and State bankruptcy, insolvency or other similar
law.


 


The provisions
of this Section 907 shall survive the termination of this Indenture.


 


section
908. Disqualification; Conflicting Interests.


 


If the Trustee
shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture
Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under any indenture, agreement or guarantee between or among The Bank of New York Mellon,
as trustee, and the Company and/or any of its Affiliates and the Securities of any series shall be deemed to be specifically described
in this Indenture for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.


 


section
909. Corporate Trustee Required; Eligibility.


 


There shall at
all times be a Trustee hereunder which shall be


 


(a)          a
Corporation organized and doing business under the laws of the United States, any State or Territory thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000
and subject to supervision or examination by Federal or State authority, or


 


(b)          if
and to the extent permitted by the Commission by rule, regulation or order upon application, a Corporation or other Person organized
and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign currency and subject
to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional trustees,


 




    	 	-46-	 



     

    

 


and in either case qualified and
eligible under this Article and the Trust Indenture Act. If such Corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section and the Trust Indenture Act, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.


 


section
910. 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 911.


 


(b)          The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 911 shall not have been delivered to the
Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)          The
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.


 


(d)          If
at any time:


 


(1)          the
Trustee shall fail to comply with Section 908 after written request therefor by the Company or by any Holder who
has been a bona fide Holder for at least six months, or


 


(2)          the
Trustee shall cease to be eligible under Section 909 or Section 310(a) of the Trust Indenture Act and shall fail
to resign after written request therefor by the Company or by any such Holder, or


 


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


 


then, in any such case, (x) the
Company by Board Resolution may remove the Trustee with respect to all Securities or (y) subject to Section 814,
any Holder who has been a bona fide Holder 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.


 




    	 	-47-	 



     

    

 


(e)          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 (other than as contemplated in clause (y) in subsection (d) of this Section), with respect
to the Securities of one or more series, the Company, by 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 (subject to Section 914) there
shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements
of Section 911. If, within one year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 911, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 911, any
Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


(f)          So
long as no event which is, or after notice or lapse of time, or both, would become, an Event of Default shall have occurred and
be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities pursuant to subsection (e) of this Section, if the Company shall have delivered to the Trustee (i) Board
Resolution appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of such
appointment, effective as of such date, by such successor Trustee in accordance with Section 911, the Trustee shall
be deemed to have resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed
to have been appointed by the Company pursuant to subsection (e) of this Section and such appointment shall be deemed
to have been accepted as contemplated in Section 911, all as of such date, and all other provisions of this Section
and Section 911 shall be applicable to such resignation, appointment and acceptance except to the extent inconsistent
with this subsection (f).


 


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


 


section
911. Acceptance of Appointment by Successor.


 


(a)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, 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.


 




    	 	-48-	 



     

    

 


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


 


(c)          Upon
request of any such successor Trustee, the Company shall execute any instruments which fully vest in and confirm to such successor
Trustee all such rights, powers and trusts referred to in subsection (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
912. Merger, Conversion, Consolidation or Succession to Business.


 


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


 


section
913. Preferential Collection of Claims Against Company.


 


If the Trustee
shall be or become a creditor of the Company or any other obligor upon the Securities (other than by reason of a relationship described
in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust Indenture
Act regarding the collection of claims against the Company, or such other obligor. For purposes of Section 311(b) of the Trust
Indenture Act:


 




    	 	-49-	 



     

    

 


(a)          the
term “cash transaction” means any transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable
upon demand;


 


(b)          the
term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company or such obligor for the purpose of financing the purchase, processing, manufacturing, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship
with the Company or such obligor arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance
or obligation.


 


section
914. Co-trustees and Separate Trustees.


 


At any time or
times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have
power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities
then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with
the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment,
and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after
the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall
have power to make such appointment.


 


Should any written
instrument or instruments from the Company be required by any co-trustee or separate trustee to more fully confirm to such co-trustee
or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.


 


Every co-trustee
or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:


 


(a)          the
Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody
of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall
be exercised solely, by the Trustee;


 


(b)          the
rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee
or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the
extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent
or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or separate trustee;


 




    	 	-50-	 



     

    

 


(c)          the
Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and
be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without
the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution
and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;


 


(d)          no
co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other
such trustee hereunder, and the Trustee shall not be personally liable by reason of any act or omission of any such co-trustee
or separate trustee; and


 


(e)          any
Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.


 


section
915. Appointment of Authenticating Agent.


 


The Trustee may
appoint an Authenticating Agent or Agents acceptable to the Company with respect to the Securities of one or more series, or any
Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche,
issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Corporation
organized and doing business under the laws of the United States, any State or Territory thereof or the District of Columbia or
the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating
Agent 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 any further act
on the part of the Trustee or the Authenticating Agent.


 




    	 	-51-	 



     

    

 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and 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 may appoint a successor Authenticating Agent which shall be acceptable
to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


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


 


The provisions
of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent.


 


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


 


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


 


	Dated:	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	By:  	 
	 	 	Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


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


 




    	 	-52-	 



     

    

 


ARTICLE
Ten



Holders’ Lists and Reports by Trustee and Company


 


section
1001. Lists of Holders.


 


Semiannually,
not later than June 1 and December 1 in each year, commencing ______, ____, and at such other times as the Trustee may request
in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the
Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford
to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by
the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee
shall be the Security Registrar.


 


section
1002. Reports by Trustee and Company.


 


Not later than
July 15 in each year, commencing July 15, ____, the Trustee shall transmit to the Holders, the Commission and each securities exchange
upon which any Securities are listed, a report, dated as of the next preceding April 15, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The
Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, and the
Company shall file with the Trustee (within thirty (30) days after filing with the Commission in the case of reports which pursuant
to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the Holders, such other
information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture
Act. The Company shall notify the Trustee of the listing of any Securities on any securities exchange and of any delisting thereof.


 


ARTICLE
Eleven



Consolidation, Merger, Conveyance or Other Transfer


 


section
1101. Company May Consolidate, etc., Only on Certain Terms.


 


The Company shall
not consolidate with or merge into any other entity, or convey or otherwise transfer or lease its properties and assets substantially
as an entirety to any Person, unless


 


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


 


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


 




    	 	-53-	 



     

    

 


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


 


section
1102. Successor Entity Substituted.


 


Upon any consolidation
by the Company with or merger by the Company into any other Person or any conveyance, or other transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with Section 1101, the successor Person formed
by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities Outstanding hereunder.


 


section
1103. Limitation.


 


Nothing in this
Indenture shall be deemed to prevent or restrict:


 


(a)          any
consolidation or merger after the consummation of which the Company would be the surviving or resulting entity,


 


(b)          any
consolidation of the Company with any other Person all of the outstanding voting securities of which are owned, directly or indirectly,
by the Company; or any merger of any of such Persons into any other of such Persons; or any conveyance or other transfer, or lease,
of its properties substantially as an entirety by any thereof to any other thereof,


 


(c)          any
conveyance or other transfer, or lease, of any part of the properties and/or assets of the Company which does not constitute the
entirety, or substantially the entirety, of its properties and assets,


 


(d)          the
approval by the Company of, or the consent by the Company to, any consolidation or merger to which any direct or indirect subsidiary
or affiliate of the Company may be a party or any conveyance, transfer or lease by any such subsidiary or affiliate of any of its
properties or assets, or


 


(e)          any
other transaction not contemplated by Section 1101.


 


ARTICLE
Twelve



Supplemental Indentures


 


section
1201. Supplemental Indentures Without Consent of Holders.


 


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


 




    	 	-54-	 



     

    

 


(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, all as provided in Article Eleven; or


 


(b)          to
add one or more covenants of the Company or other provisions for the benefit of all Holders or for the benefit of the Holders of,
or to remain in effect only so long as there shall be Outstanding, Securities of one or more specified series, or one or more specified
Tranches thereof, or to surrender any right or power herein conferred upon the Company; or


 


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


 


(d)          to
change or eliminate any provision of this Indenture or to add any new provision to this Indenture; provided, however,
that if such change, elimination or addition shall adversely affect the interests of the Holders of Securities of any series or
Tranche Outstanding on the date of such indenture supplemental hereto in any material respect, such change, elimination or addition
shall become effective (i) with respect to such series or Tranche only pursuant to the provisions of Section 1202
hereof or (ii) when no Security of such series or Tranche remains Outstanding; or


 


(e)          to
provide collateral security for all but not part of the Securities; or


 


(f)          to
establish the form or terms of Securities of any series or Tranche as contemplated by Sections 201 and 301; or


 


(g)          to
provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or


 


(h)          to
evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect
to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 911(b); or


 


(i)          to
provide for the procedures required to permit the Company to utilize, at its option, a non-certificated system of registration
for all, or any series or Tranche of, the Securities; or


 


(j)          to
change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities,
or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration
of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands
to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served;
or


 


(k)          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 changes to the provisions hereof or to add other provisions with respect to matters or questions arising
under this Indenture, provided that such other changes or additions shall not adversely affect the interests of the
Holders of Securities of any series or Tranche in any material respect; or


 




    	 	-55-	 



     

    

 


(l)          to
amend and restate this Indenture, as originally executed and delivered and as it may have been subsequently amended, in its entirety,
but with such additions, deletions and other changes as shall not adversely affect the interests of the Holders of the Securities
of any series or Tranche in any material respect.


 


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


 


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


 


(y)          if
any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date of the
execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein or are
contained herein to reflect any provision of the Trust Indenture Act as in effect at such date, this Indenture shall be deemed
to have been amended to effect such changes or elimination, and the Company and the Trustee may, without the consent of any Holders,
enter into an indenture supplemental hereto to effect such changes or elimination or evidence such amendment hereof.


 


section
1202. Supplemental Indentures With Consent of Holders.


 


Subject to the
provisions of Section 1201, with the consent of the Holders of a majority in aggregate principal amount of the Securities
of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture
or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further, that if the Securities
of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect
the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and provided, further, that no such supplemental indenture shall:


 




    	 	-56-	 



     

    

 


(a)          change
the Stated Maturity of the principal of, or any installment of principal of or interest on [1(except as provided in
Section 312 hereof)], any Security, or reduce the principal amount thereof or the rate of interest thereon (or the
amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon
the redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 802, or change the coin or currency (or other property),
in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity of any Security (or, in the case of redemption, on or after the Redemption
Date), without, in any such case, the consent of the Holder of such Security, or


 


(b)          reduce
the percentage in principal amount of the Outstanding Securities of any series or any Tranche thereof, the consent of the Holders
of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of
compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce the requirements of
Section 1304 for quorum or voting, without, in any such case, the consent of the Holders of each Outstanding Security
of such series or Tranche, or


 


(c)          modify
any of the provisions of this Section, Section 607 or Section 813 with respect to the Securities of
any series, or any Tranche thereof, or except to increase the percentages in principal amount referred to in this Section or such
other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant
changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 911(b), 914 and
1201(h).


 


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


 


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


 


Anything in this
Indenture to the contrary notwithstanding, if the Officer’s Certificate, supplemental indenture or Board Resolution, as the
case may be, establishing the Securities of any series or Tranche shall provide that the Company may make certain specified additions,
changes or eliminations to or from this Indenture which shall be specified in such Officer’s Certificate, supplemental indenture
or Board Resolution establishing such series or Tranche, (a) the Holders of Securities of such series or Tranche shall be deemed
to have consented to such additions, changes or eliminations to or from this Indenture which shall be specified in such Officer’s
Certificate, supplemental indenture or Board Resolution establishing such series or Tranche, (b) no Act of such Holders shall be
required to evidence such consent and (c) such consent may be counted in the determination of whether or not the Holders of the
requisite principal amount of Securities shall have consented to such additions, changes or eliminations.


 




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section
1203. Execution of Supplemental Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 901) shall be
fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise.


 


section
1204. Effect of Supplemental Indentures.


 


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


 


section
1205. 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
1206. Reference in Securities to Supplemental Indentures.


 


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


 


section
1207. Modification Without Supplemental Indenture.


 


If the terms of
any particular series of Securities shall have been established in a Board Resolution or an Officer’s Certificate pursuant
to a Board Resolution as contemplated by Section 301, and not in an indenture supplemental hereto, additions to,
changes in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s
Certificate, as the case may be, delivered to, and accepted in writing by, the Trustee; provided, however,
that such supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture which would be required to be satisfied if such additions, changes or elimination
were contained in a supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee,
any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental indenture”
for purposes of Sections 1204 and 1206.


 




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ARTICLE
Thirteen



Meetings of Holders; Action Without Meeting


 


section
1301. Purposes for Which Meetings May Be Called.


 


A meeting of Holders
of Securities of one or more, or all, series, or any Tranche or Tranches thereof, 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 or Tranches.


 


section
1302. Call, Notice and Place of Meetings.


 


(a)          The
Trustee may at any time call a meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof,
for any purpose specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan,
The City of New York, as the Trustee shall determine, or, with the approval of the Company, at any other place. Notice of every
such meeting, 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 twenty-one (21) nor more than one hundred
eighty (180) days prior to the date fixed for the meeting.


 


(b)          If
the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series, or any Tranche
or Tranches thereof, by the Company or by the Holders of 33% in aggregate principal amount of all of such series and Tranches,
considered as one class, for any purpose specified in Section 1301, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within twenty-one
(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 and Tranches 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 such other place as shall be determined or approved
by the Company, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection
(a) of this Section.


 


(c)          Any
meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, shall be valid without notice
if the Holders of all Outstanding Securities of such series or Tranches are present in person or by proxy and if representatives
of the Company and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all
Outstanding Securities of such series, or any Tranche or Tranches thereof, or by such of them as are not present at the meeting
in person or by proxy, and by the Company and the Trustee.


 


section
1303. Persons Entitled to Vote at Meetings.


 


To be entitled
to vote at any meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, a Person shall
be (a) a Holder of one or more Outstanding Securities of such series or Tranches, 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 or Tranches by such Holder or Holders.
The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series or Tranche 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 their counsel.


 




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section
1304. Quorum; Action.


 


The Persons entitled
to vote a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect to which
a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of
Holders of Securities of such series and Tranches; provided, however, that if any action is to be taken at such meeting
which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches, considered as one class, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class,
shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series and Tranches, be dissolved. In any other case the meeting may
be adjourned for such period as may be 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 such period as may be determined
by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 1305(e),
notice of the reconvening of any meeting adjourned for more than thirty (30) days shall be given as provided in Section 1302(a)
not less than ten (10) days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series and Tranches which shall constitute a quorum.


 


Except as limited
by Section 1202, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of the series and Tranches with respect to which such meeting shall have been called, considered as
one class; provided, however, that, except as so limited, any resolution with respect to any action
which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches, considered as one class, 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 such series and Tranches, considered as one class.


 


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


 


section
1305. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)          Attendance
at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain
in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically
revoked by the Holder or future Holder of such Securities before being voted.


 




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(b)          Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities in regard to proof of the holding of such Securities 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. 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.


 


(c)          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 as provided in Section 1302(b), in which case the Company or the Holders of Securities
of the series and Tranches 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 aggregate
principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class.


 


(d)          At
any meeting each Holder or proxy shall be entitled to one vote for each $[1,000] principal amount of Securities 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 or proxy.


 


(e)          Any
meeting duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented
at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice.


 


section
1306. Counting Votes and Recording Action of Meetings.


 


The vote upon
any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the
Holders or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the
series and Tranches with respect to which the meeting shall have been called, 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 of all votes cast at the meeting.
A record in triplicate of the proceedings of each meeting of Holders 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 facts setting forth a copy of the notice of the meeting and showing that said notice
was given as provided in Section 1302 and, if applicable, Section 1304. 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 each
of the Company and 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
1307. Action Without Meeting.


 


In lieu of a vote
of Holders at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by one or more written instruments as provided in Section 104.


 




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ARTICLE
Fourteen



[1Subordination of Securities


 


section
1401. Securities Subordinate to Senior Indebtedness of the Company.


 


The Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of the Securities of each series, by its acceptance thereof,
likewise covenants and agrees, that the payment of the principal of and premium, if any, and interest, if any, on each and all
of the Securities is hereby expressly subordinated and junior in right of payment, and subject, to the extent and in the manner
set forth in this Article, in right of payment to the prior payment in full of all Senior Indebtedness of the Company.


 


Each Holder of
the Securities of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact
for any and all such purposes.


 


section
1402. Payment Over of Proceeds of Securities.


 


In the event (a)
of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect
of the Company or a substantial part of its property and assets, or of any proceedings for liquidation, dissolution or other winding
up of the Company, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1403,
that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due
and payable on any Senior Indebtedness, or (ii) there shall have occurred a default (other than a default in the payment of principal
or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument
under which the same is outstanding, permitting the holder or holders thereof, or any other Person on its or their behalf to accelerate
the maturity thereof (with notice or lapse of time, or both), and such default shall have continued beyond the period of grace,
if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default
shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and/or premium, if any,
and/or accrued interest, if any, on the Securities of any series shall have been declared due and payable pursuant to Section
801 and such declaration shall not have been rescinded and annulled as provided in Section 802, then:


 


(1)          the
holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall
be made for such payment in money or money’s worth, before the Holders of any of the Securities are entitled to receive a
payment on account of the principal of, premium if any, or interest on the indebtedness evidenced by the Securities, including,
without limitation, any payments made pursuant to Article Four and Article Five;


 


(2)          any
payment by, or distribution of property or assets of, the Company of any kind or character, whether in cash, property or securities,
to which any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by
the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to
the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution
(or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders
of the indebtedness evidenced by the Securities or to the Trustee under this Indenture; and 





 




    	 	-62-	 



     

    

 


(3)          in
the event that, notwithstanding the foregoing, any payment by, or distribution of property or assets of, the Company of any kind
or character, whether in cash, property or securities, in respect of principal of, or premium, if any, or interest on the Securities
or in connection with any repurchase by the Company of the Securities, shall be received by the Trustee or any Holder before all
Senior Indebtedness is paid in full, or provision is made for such payment in money or money’s worth, such payment or distribution
in respect of principal of, or premium, if any, or interest on the Securities or in connection with any repurchase by the Company
of the Securities shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders
of such Senior Indebtedness.


 


Notwithstanding
the foregoing, at any time after the 123rd day following the date of deposit of cash or Eligible Obligations pursuant to Section
701 or Section 702 (provided all conditions set out in such Section shall have been satisfied), the funds
so deposited and any interest thereon will not be subject to any rights of holders of Senior Indebtedness including, without limitation,
those arising under this Article Fourteen; provided that no event described in clauses (d) and
(e) of Section 801 with respect to the Company has occurred during such 123-day period.


 


For purposes of
this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of
the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization
or readjustment which are subordinate in right of payment to all Senior Indebtedness which may at the time be outstanding to the
same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation
of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following
the conveyance or transfer of its property and assets as an entirety, or substantially as an entirety, to another Person upon the
terms and conditions provided for in Article Eleven hereof shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 1402 if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article Eleven hereof. Nothing in Section 1401
or in this Section 1402 shall apply to claims of, or payments to, the Trustee under or pursuant to Section
907.


 


section
1403. Disputes with Holders of Certain Senior Indebtedness.


 


Any failure by
the Company to make any payment on or perform any other obligation in respect of Senior Indebtedness, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal,
extension or refunding thereof) or any other obligation as to which the provisions of this Section shall have been waived by the
Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness
or obligation, shall not be deemed a default under clause (b) of Section 1402 if (i) the Company shall
be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and effect and is not subject to further review, including
a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review,
or (B) in the event that a judgment that is subject to further review or appeal has been issued, the Company shall in good faith
be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or
review.


 




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section
1404. Subrogation.


 


Senior Indebtedness
shall not be deemed to have been paid in full unless the holders thereof shall have received cash (or securities or other property
satisfactory to such holders) in full payment of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the rights of the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness
to receive any further payments or distributions of cash, property or securities of the Company applicable to the holders of the
Senior Indebtedness until all amounts owing on the Securities shall be paid in full; and such payments or distributions of cash,
property or securities received by the Holders of the Securities, by reason of such subrogation, which otherwise would be paid
or distributed to the holders of such Senior Indebtedness shall, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders, be deemed to be a payment by the Company to or on account of Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand.


 


section
1405. Obligation of the Company Unconditional.


 


Nothing contained
in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness and the Holders, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders the principal of, premium, if any, and interest, if any on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder
from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.


 


Upon any payment
or distribution of assets, cash or property or securities of the Company referred to in this Article, the Trustee and the Holders
shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness 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.


 


The Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness
may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness or such representative
or trustee on behalf of such holder. 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 Indebtedness, or its representative or representatives or trustee or trustees
under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, 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 Indebtedness 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 right of such Person under this Article, and,
if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment or distribution.


 




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section
1406. Priority of Senior Indebtedness Upon Maturity.


 


Upon the maturity
of the principal of any Senior Indebtedness by lapse of time, acceleration or otherwise, all matured principal of Senior Indebtedness
and interest, premium and other payment obligation, if any, thereon shall first be paid in full before any payment of principal
or premium, if any, or interest, if any, is made upon the Securities or before any Securities can be acquired by the Company or
any sinking fund payment is made with respect to the Securities (except that required sinking fund payments may be reduced by Securities
acquired before such maturity of such Senior Indebtedness).


 


section
1407. Trustee as Holder of Senior Indebtedness.


 


The Trustee shall
be entitled to all rights set forth in this Article with respect to any Senior Indebtedness at any time held by it, to the same
extent as any other holder of Senior Indebtedness. Nothing in this Article shall deprive the Trustee of any of its rights as such
holder.


 


section
1408. Notice to Trustee to Effectuate Subordination.


 


Notwithstanding
the provisions of this Article 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 of moneys to or by the Trustee unless and until the Trustee
shall have received written notice thereof from the Company, from a Holder or from a holder of any Senior Indebtedness or from
any representative or representatives of such holder or any trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness may have been issued and, prior to the receipt of any such written notice, the Trustee
shall be entitled, subject to Section 901, in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which by the terms of this Indenture any
such moneys may become payable for any purpose, or in the event of the execution of an instrument pursuant to Section 701
or Section 702 acknowledging that Securities or portions thereof are deemed to have been paid for all purposes
of this Indenture, acknowledging that the entire indebtedness of the Company in respect thereof has been satisfied and discharged
or acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding the date of such
execution, the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Trustee may, in its discretion, receive such moneys and/or apply the same
to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by
it on or after such date; provided, however, that no such application shall affect the obligations
under this Article of the persons receiving such moneys from the Trustee.


 


section
1409. Modification, Extension, etc. of Senior Indebtedness.


 


The holders of
Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness may have been issued may, without affecting in any manner the subordination of the payment
of the principal of and premium, if any, and interest, if any, on the Securities, at any time or from time to time and in their
absolute discretion, agree with the Company to change the manner, place or terms of payment, change or extend the time of payment
of, or renew or alter, any Senior Indebtedness, or amend or supplement any instrument pursuant to which any Senior Indebtedness
is issued, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation,
the waiver of default thereunder, all without notice to or assent from the Holders or the Trustee.


 




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section
1410. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.


 


With respect to
the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and objectives as
are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness, and shall not be liable to any such holders if it shall mistakenly pay over or deliver to the Holders or
the Company or any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.


 


section
1411. Paying Agents Other Than the Trustee.


 


In case at any
time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1407, 1408 and 1410
shall not apply to the Company if it acts as Paying Agent.


 


section
1412. Rights of Holders of Senior Indebtedness Not Impaired.


 


No right of any
present or future holder of Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


section
1413. Effect of Subordination Provisions; Termination.


 


Notwithstanding
anything contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of
this Indenture shall be subject to the provisions of this Article, so far as the same may be applicable thereto.


 


Notwithstanding
anything contained herein to the contrary, the provisions of this Article Fourteen shall be of no further effect,
and the Securities shall no longer be subordinated in right of payment to the prior payment of Senior Indebtedness, if, and to
the extent, the Company shall have delivered to the Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article Twelve.]


 







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ARTICLE
Fifteen



Immunity of Incorporators, Stockholders, Officers and Directors


 


section
1501. Liability Solely Corporate.


 


No recourse shall
be had for the payment of the principal of or premium, if any, or interest, if any, on any Securities, or any part thereof, or
for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement under this Indenture, against any incorporator, stockholder, member, limited partner, officer, manager or
director, as such, past, present or future of the Company or of any predecessor or successor of the Company (either directly or
through the Company, or a predecessor or successor of the Company), whether by virtue of any constitutional provision, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that
this Indenture and all the Securities are solely corporate obligations, and that, except as otherwise provided as contemplated
by Section 301, no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
member, limited partner, officer, manager or director, past, present or future, of the Company or of any predecessor or successor
of the Company, either directly or indirectly through the Company or any predecessor or successor of the Company, because of the
indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived
and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities.


 


_________________________


 


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


 




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


 


	 	 FLORIDA POWER & LIGHT COMPANY,
	 	as Issuer
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    
	 	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:   


 




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