Exhibit 4.6


 


FORM OF INDENTURE


 


Dated as of [    ]


 


Between


 


UTZ BRANDS, INC.


 


as Issuer


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 



     


     


    




 


CERTAIN SECTIONS OF THIS INDENTURE


 


RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,


 


OF THE TRUST INDENTURE ACT OF 1939


 


	
    Trust Indenture Act Section
	 	Indenture

 Section
	Section 3.10(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608
	 	 	610
	Section 3.11(a)	 	613
	(b)	 	613
	Section 3.12(a)	 	701
	 	 	702
	(b)	 	702
	(c)	 	702
	Section 3.13(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	Section 3.14(a)	 	704
	(a)(4)	 	1004
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	Section 3.15(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	513
	Section 3.16(a)	 	101
	(a)(1)(A)	 	502
	 	 	511
	(a)(1)(B)	 	512
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	Section 3.17(a)(1)	 	504
	(a)(2)	 	504
	(b)	 	1003
	Section 3.18(a)	 	107


 





 






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


 



     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 101.	Definitions	1
	 	 	 
	Section 102.	Compliance Certificates and Opinions	7
	 	 	 
	Section 103.	Form of Documents Delivered to Trustee	8
	 	 	 
	Section 104.	Acts of Holders; Record Dates	8
	 	 	 
	Section 105.	Notices, Etc., to Trustee and Company	10
	 	 	 
	Section 106.	Notice to Holders; Waiver	11
	 	 	 
	Section 107.	Conflict with Trust Indenture Act	11
	 	 	 
	Section 108.	Effect of Headings and Table of Contents	11
	 	 	 
	Section 109.	Successors and Assigns	12
	 	 	 
	Section 110.	Separability Clause	12
	 	 	 
	Section 111.	Benefits of Indenture	12
	 	 	 
	Section 112.	Governing Law	12
	 	 	 
	Section 113.	Legal Holidays	12
	 	 	 
	Section 114.	No Recourse Against Others	12
	 	 	 
	Section 115.	Waiver of Jury Trial; Jurisdiction	13
	 	 	 
	Section 116.	USA PATRIOT Act	13
	 	 	 
	Section 117.	Entire Agreement	13
	 	 	 
	ARTICLE II SECURITY FORMS	14
	 	 	 
	Section 201.	Forms Generally	14
	 	 	 
	Section 202.	Form of Legend for Global Securities	14
	 	 	 
	Section 203.	Form of Trustee’s Certificate of Authentication	15
	 	 	 
	ARTICLE III THE SECURITIES	16
	 	 	 
	Section 301.	Amount Unlimited; Issuable in Series	16
	 	 	 
	Section 302.	Denominations	19
	 	 	 
	Section 303.	Execution, Authentication, Delivery and Dating	19
	 	 	 
	Section 304.	Temporary Securities	20
	 	 	 
	Section 305.	Registration, Registration of Transfer and Exchange	21
	 	 	 
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	23



 



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	Section 307.	Payment of Interest; Interest Rights Preserved	24
	 	 	 
	Section 308.	Persons Deemed Owners	25
	 	 	 
	Section 309.	Cancellation	26
	 	 	 
	Section 310.	Computation of Interest	26
	 	 	 
	Section 311.	CUSIP Numbers	26
	 	 	 
	Section 312.	Original Issue Discount	26
	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	27
	 	 	 
	Section 401.	Satisfaction and Discharge of Indenture	27
	 	 	 
	Section 402.	Application of Trust Money	28
	 	 	 
	ARTICLE V REMEDIES	29
	 	 	 
	Section 501.	Events of Default	29
	 	 	 
	Section 502.	Acceleration of Maturity; Rescission and Annulment	30
	 	 	 
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	31
	 	 	 
	Section 504.	Trustee May File Proofs of Claim	32
	 	 	 
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	32
	 	 	 
	Section 506.	Application of Money Collected	32
	 	 	 
	Section 507.	Limitation on Suits	33
	 	 	 
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	34
	 	 	 
	Section 509.	Rights and Remedies Cumulative	34
	 	 	 
	Section 510.	Delay or Omission Not Waiver	34
	 	 	 
	Section 511.	Control by Holders	34
	 	 	 
	Section 512.	Waiver of Past Defaults	35
	 	 	 
	Section 513.	Undertaking for Costs	35
	 	 	 
	Section 514.	Waiver of Usury, Stay or Extension Laws	35
	 	 	 
	Section 515.	Restoration of Rights and Remedies	35
	 	 	 
	ARTICLE VI THE TRUSTEE	36
	 	 	 
	Section 601.	Certain Duties and Responsibilities of Trustee	36
	 	 	 
	Section 602.	Notice of Defaults	37
	 	 	 
	Section 603.	Certain Rights of Trustee	37
	 	 	 
	Section 604.	Not Responsible for Recitals or Issuance of Securities	39
	 	 	 
	Section 605.	May Hold Securities	39
	 	 	 
	Section 606.	Money Held in Trust	39



 



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	Section 607.	Compensation and Reimbursement	39
	 	 	 
	Section 608.	Conflicting Interests	40
	 	 	
	Section 609.	Corporate Trustee Required; Eligibility	40
	 	 	 
	Section 610.	Resignation and Removal; Appointment of Successor	41
	 	 	 
	Section 611.	Acceptance of Appointment by Successor	42
	 	 	 
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	43
	 	 	 
	Section 613.	Preferential Collection of Claims Against Company	44
	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY	45
	 	 	 
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders	45
	 	 	 
	Section 702.	Preservation of Information; Communications to Holders	45
	 	 	 
	Section 703.	Reports by Trustee	45
	 	 	 
	Section 704.	Reports by the Company	46
	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER AND SALE OF ASSETS	47
	 	 	 
	Section 801.	Company May Merge or Transfer Assets on Certain Terms	47
	 	 	 
	Section 802.	Successor Person Substituted	47
	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	48
	 	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	48
	 	 	 
	Section 902.	Supplemental Indentures With Consent of Holders	49
	 	 	 
	Section 903.	Execution of Supplemental Indentures	50
	 	 	 
	Section 904.	Effect of Supplemental Indentures	51
	 	 	 
	Section 905.	Conformity with Trust Indenture Act	51
	 	 	 
	Section 906.	Reference in Securities to Supplemental Indentures	51
	 	 	 
	ARTICLE X COVENANTS	52
	 	 	 
	Section 1001.	Payment of Principal, Premium, if any, and Interest	52
	 	 	 
	Section 1002.	Maintenance of Office or Agency	52
	 	 	 
	Section 1003.	Money for Securities Payments to Be Held in Trust	53
	 	 	 
	Section 1004.	Statement by Officers as to Default	54
	 	 	 
	Section 1005.	Waiver of Certain Covenants	54
	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES	55
	 	 	 
	Section 1101.	Applicability of Article	55
	 	 	 
	Section 1102.	Election to Redeem; Notice to Trustee	55
	 	 	 
	Section 1103.	Selection by Trustee of Securities to Be Redeemed	55



 



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	Section 1104.	Notice of Redemption	56
	 	 	 
	Section 1105.	Deposit of Redemption Price	57
	 	 	 
	Section 1106.	Securities Payable on Redemption Date	58
	 	 	 
	Section 1107.	Securities Redeemed in Part	58
	 	 	 
	ARTICLE XII [RESERVED]	59
	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	60
	 	 	 
	Section 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance	60
	 	 	 
	Section 1302.	Defeasance and Discharge	60
	 	 	 
	Section 1303.	Covenant Defeasance	60
	 	 	 
	Section 1304.	Conditions to Defeasance or Covenant Defeasance	61
	 	 	 
	Section 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	62
	 	 	 
	Section 1306.	Reinstatement	63
	 	 	 
	Section 1307.	Multiple Originals; Electronic Signatures	63



 



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INDENTURE


 


THIS INDENTURE is dated as of [    ],
between Utz Brands, Inc.., a Delaware corporation (herein called the “Company”) and Wilmington Trust, National
Association , as trustee (herein called the “Trustee”).


 


R E C I T A L S


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101.            Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)              “including”
means including without limitation;


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Board of Directors” means the
board of directors of the Company or any duly authorized committee of that board or any director or directors and/or officer or officers
of the Company to whom that board or committee shall have duly delegated its authority.


 


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


 


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


 


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


 






    	 	2	 



     


    

 


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


 


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


 


“Corporate Trust Office” means
the principal office of the Trustee at which, at any particular time, its corporate trust business related to this Indenture shall be
conducted (which office is located as of the date of this Indenture at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, Attention: Utz Brands, Inc., Administrator, or at any other time at such other address as the Trustee may designate from time
to time by notice to the Company and the Holders).


 


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


 


“Custodian” has the meaning
specified in Section 501.


 


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


 


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


 


“Defeasance” has the meaning
specified in Section 1302.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	3	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Officer” means the Chairman
of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive
Vice President, Senior Vice President, Vice President or Assistant Vice President, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Assistant Secretary of any Person, or any other officer of such Person designated by any such individuals.


 


“Officer’s Certificate”
means a certificate signed by an Officer of the Company.


 


“Opinion of Counsel” means a
written opinion of counsel (who may be counsel for the Company) and who shall be acceptable to the Trustee. The counsel may be an employee
of the Company. Opinions of Counsel required to be delivered under this Indenture may have qualifications customary for opinions of the
type required and counsel delivering such Opinions of Counsel may rely as to factual matters on certificates of the Company or governmental
or other officials customary for opinions of the type required.


 


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


 


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


 


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


 






    	 	4	 



     


    

 


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


 


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


 


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


 


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


 


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


 






    	 	5	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer” when used
with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant
vice president, assistant secretary, or any other officer of the Trustee who customarily performs functions similar to those performed
by such persons and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject, in each case, who shall have direct responsibility for
the administration of this Indenture.


 


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


 


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


 


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


 






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


 


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


 


“Subsidiary” means any corporation,
limited liability company, partnership (including limited partnership), joint venture, association or other business entity of which more
than 50% of the outstanding voting stock (or equivalent equity interest) is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries (or a combination thereof). For purposes of this definition, “voting stock” means with respect to
any specified “person” (as that term is used in Section 13(d) of the Exchange Act), the capital stock of such person
that is at the time entitled to vote generally in the election of the board of directors of such person.


 


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


 


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


 


“U.S. Government Obligation”
has the meaning specified in Section 1304(1).


 


Section 102.            Compliance
Certificates and Opinions.


 


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


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include:


 


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


 






    	 	7	 



     


    

 


(2)              a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


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


 


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


 


Section 103.            Form of
Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 104.            Acts
of Holders; Record Dates.


 


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


 






    	 	8	 



     


    

 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


In addition to the foregoing, the Trustee agrees
to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions,
subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee
in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of
the party providing such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reasonable reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction.


 


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


 


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


 


(1)              the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(which may be by facsimile) to or with the Trustee at its Corporate Trust Office at the location specified in Section 101; or


 






    	 	10	 



     


    

 


(2)              the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of the Secretary of the Company at the address
of the Company’s principal office specified in writing to the Trustee by the Company and, until further notice, at, in the case
of the Company, 4931 North 300 West, Provo, UT 84604, facsimile: (801) 705-8087, Attention: Chief Legal Officer.


 


Section 106.            Notice
to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later
than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


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


 


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


 


Section 107.            Conflict
with Trust Indenture Act.


 


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


 


Section 108.            Effect
of Headings and Table of Contents.


 


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


 






    	 	11	 



     


    

 


Section 109.            Successors
and Assigns.


 


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


 


Section 110.            Separability
Clause.


 


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


 


Section 111.            Benefits
of Indenture.


 


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


 


Section 112.            Governing
Law.


 


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


 


Section 113.            Legal
Holidays.


 


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


 


Section 114.            No
Recourse Against Others.


 


A director, officer, employee or stockholder as
such of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and
release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.


 






    	 	12	 



     


    

 


Section 115.            Waiver
of Jury Trial; Jurisdiction.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY (AND
THE HOLDERS, BY THEIR ACCEPTANCE OF THE NOTES) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY, THE HOLDERS AND THE TRUSTEE, AS APPLICABLE, ONLY ARISING OUT OF OR RELATING
TO THIS INDENTURE OR THE SECURITIES; AND (I) EACH OF THE COMPANY AND TRUSTEE HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION
OF ANY FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, (II) WAIVE ANY OBJECTION TO LAYING OF VENUE
IN SUCH ACTION OR PROVEEDING IN SUCH COURTS, AND (III) WAIVE ANY OBJECTION THAT SUCH COURTS ARE IN THE INCONVENIENT FORUM OR DO NOT
HAVE JURISDICTION OVER ANY PARTY.


 


Section 116.            USA
PATRIOT Act.


 


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


 


Section 117.            Entire
Agreement.


 


This Indenture sets forth the entire agreement
and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written.


 






    	 	13	 



     


    

 


ARTICLE II


SECURITY FORMS


 


Section 201.            Forms
Generally.


 


The Securities of each series shall be in substantially
such form or forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined
in the manner provided in, an Officer’s Certificate pursuant to authority granted by one or more Board Resolutions, or in one or
more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor
or as may, consistently herewith, be determined by the Officer executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the Securities
of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to
deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall
be delivered at or before the time of issuance of the first Security of such series.


 


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


 


Section 202.            Form of
Legend for Global Securities.


 


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


 


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


 






    	 	14	 



     


    

 


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


 


Section 203.            Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


Dated:


 


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



 






    	 	15	 



     


    

 


ARTICLE III


THE SECURITIES


 


Section 301.            Amount
Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	16	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	17	 



     


    

 



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	18	 



     


    

 


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


 


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


 


Section 302.        Denominations.


 


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


 


Section 303.        Execution,
Authentication, Delivery and Dating.


 


At least one Officer of the Company shall execute
the Securities on behalf of the Company by manual, facsimile or electronic (including “.pdf”) signature.


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant
to one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and, subject to Section 601, shall be fully protected in relying upon, an Opinion of Counsel
stating,


 


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


 






    	 	19	 



     


    

 


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


 


(3)          that
such Securities, when authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant
of good faith and fair dealing.


 


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


 


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


 


Each Security shall be dated the date of its authentication.


 


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


 


Section 304.        Temporary
Securities.


 


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


 






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


 


Section 305.        Registration,
Registration of Transfer and Exchange.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(2)           Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301,
no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary
for such Global Security, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security,
(C) the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances, if any, in addition to
or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.


 


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


 


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


 






    	 	22	 



     


    

 


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


 


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


 


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, upon receipt of a Company Order, and deliver in exchange therefor
a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 






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


 


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


 


Section 307.         Payment
of Interest; Interest Rights Preserved.


 


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


 


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


 


(1)           The
Company may elect to make payment of any Defaulted Interest payable on Securities of a series to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and the Company or the Trustee, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 






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


 


Subject to the foregoing provisions of this Section 307,
each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall
carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


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


 


Section 308.         Persons
Deemed Owners.


 


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


 






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Section 309.         Cancellation.


 


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


 


Section 310.         Computation
of Interest.


 


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


 


Section 311.         CUSIP
Numbers.


 


The Company in issuing any series of the Securities
may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally in use, and thereafter with
respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series; provided , the
Trustee shall have no liability for any defect in the CUSIP and ISIN numbers as they appear on any Security, notice or elsewhere and that
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company shall promptly notify the Trustee in writing of any changes in the CUSIP or ISIN number(s).


 


Section 312.         Original
Issue Discount.


 


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


 






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ARTICLE IV

SATISFACTION AND DISCHARGE


 


Section 401.         Satisfaction
and Discharge of Indenture.


 


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


 


(1)            either


 


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


 


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


 


(i)             have
become due and payable, or


 


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


 


(iii)           are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and premium, if any,
and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


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


 






    	 	27	 



     


    

 


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


 


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


 


Section 402.        Application
of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All money deposited with the Trustee
pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted into other property
shall be returned to the Company upon Company Request. The Company may direct by a Company Order the investment of any money deposited
with the Trustee pursuant to Section 401, without distinction between principal and income, in (1) United States Treasury securities
with a maturity of one year or less or (2) a money market fund that invests solely in short-term United States Treasury securities
(including money market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder,
servicing agent and/or custodian or sub-custodian, notwithstanding that (a) the Trustee or an affiliate of the Trustee charges and
collects fees and expenses from such funds for services rendered and (b) the Trustee charges and collects fees and expenses for services
rendered pursuant to this Indenture at any time) and from time to time the Company may direct the reinvestment of all or a portion of
such money in other securities or funds meeting the criteria specified in clause (1) or (2) of this Section 402. In the
absence of receipt of such Company Order, the Trustee shall hold all such funds uninvested. The Trustee shall have no responsibility or
liability for any loss which may result from any investment or sale made pursuant to such Company Order. The Trustee is hereby authorized,
in making or disposing of any investment permitted by this Indenture, to deal with itself (in its individual capacity) or with any one
or more of its affiliates, whether it or any such affiliate is acting as agent of the Trustee or for any third person or dealing as principal
for its own account. The Parties acknowledge that the Trustee is not providing investment supervision, recommendations, or advice.


 






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ARTICLE V

REMEDIES


 


Section 501.         Events
of Default.


 


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


 


(1)            the
Company defaults in the payment of any installment of interest on any Security of such series for 30 consecutive days after becoming due
(subject to the deferral of any interest payment in case of an extension period);


 


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


 


(3)            the
Company defaults in the deposit of any sinking fund payment, which continues for 30 consecutive days after becoming due by the terms of
a Security of such series;


 


(4)            the
Company defaults in the performance of, or breaches, any of its covenants and agreements in respect of any Security of such series contained
in this Indenture or in the Securities of such series (other than those referred to in (1), (2) or (3) above), and such default
or breach continues for a period of 90 days (except that, in the case of a default in the performance or breach of a reporting covenant,
such period shall be 180 days) after the notice specified below;


 


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


 


(A)          commences
a voluntary case or proceeding;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(C)          orders
the winding-up or liquidation of the Company (or any similar relief is granted under any foreign laws) and the order or decree remains
unstayed and in effect for 90 days; or


 


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


 


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


 


A Default with respect to Securities of any series
under clause (4) of this Section 501 shall not be an Event of Default until the Trustee (by written notice to the Company) or
the Holders of at least 30% in aggregate principal amount of the outstanding Securities of such series (by written notice to the Company
and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in clause (4) after
receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice
of Default.”


 


Section 502.         Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any series at the time Outstanding (other than an Event of Default specified in Section 501(5) or (6)) occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 30% in aggregate principal amount of the Outstanding Securities of
such series may declare the principal amount of all the Securities of such series (or, if any Securities of such series are Original Issue
Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), together with
any accrued and unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration, such principal amount (or specified amount), together with any accrued and unpaid
interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(5) or (6) with
respect to the Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such series (or,
in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof,
such amount as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, shall automatically, and
without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of
such amount, all obligations of the Company in respect of the payment of principal and interest of the Securities of such series shall
terminate.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 504.        Trustee
May File Proofs of Claim.


 


In case of any judicial proceeding relative to
the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims
of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any
moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it and any predecessor Trustee under Section 607.


 


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


 


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


 


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


 


Section 506.        Application
of Money Collected.


 


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


 


FIRST: To the payment of all amounts due the Trustee,
the Paying Agent and the Security Registrar under Section 607;


 






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


 


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


 


Section 507.        Limitation
on Suits.


 


No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver, assignee,
trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless:


 


(1)           An
Event of Default has occurred and is continuing and such Holder has previously given written notice to the Trustee of such continuing
Event of Default with respect to the Securities of such series;


 


(2)           the
Holders of not less than 30% in aggregate principal amount of the Outstanding Securities of such series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 






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


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium,
if any, and, subject to Section 307, interest on such Security on the respective Stated Maturities expressed in such Security (or,
in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be, and, if the terms of such Security
so provide, to convert such Security in accordance with its terms) and to institute suit for the enforcement of any such payment and,
if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.


 


Section 509.          Rights
and Remedies Cumulative.


 


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


 


Section 510.          Delay
or Omission Not Waiver.


 


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


 


Section 511.          Control
by Holders.


 


Subject to Section 603(5), the Holders of
not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series; provided that


 


(1)           such
direction shall not be in conflict with any rule of law or with this Indenture or be determined by the Trustee to be unduly prejudicial
to the rights of any other Holder or expose the Trustee to the risk of personal liability (provided, that the Trustee shall not have an
affirmative duty to determine whether such direction is prejudicial to any Holder), and


 


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


 






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Section 512.          Waiver
of Past Defaults.


 


The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any
past default hereunder with respect to such series and its consequences, except a default


 


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


 


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


 


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


 


Section 513.          Undertaking
for Costs.


 


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


 


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


 


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


 


Section 515.          Restoration
of Rights and Remedies.


 


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


 






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ARTICLE VI

THE TRUSTEE


 


Section 601.          Certain
Duties and Responsibilities of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(D)          no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it believes that repayment of such funds
or satisfactory indemnity against such risk or liability is not assured to it.


 


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


 


Section 602.          Notice
of Defaults.


 


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


 


Section 603.          Certain
Rights of Trustee.


 


Subject to the provisions of Section 601:


 


(1)           the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, not only
as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein;


 


(2)           if
so requested by the Trustee, any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order and Trustee shall have no responsibility or liability for any losses or damages of any nature that may arise from any
action taken or not taken by the Trustee in accordance with such Company Request or Company Order, and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution thereof;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(13)          the
permissive rights of the Trustee to take certain action under this Indenture shall not be construed as a duty.


 


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


 


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


 


Section 605.          May Hold
Securities.


 


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


 


Section 606.          Money
Held in Trust.


 


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


 


Section 607.          Compensation
and Reimbursement.


 


The Company agrees:


 


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


 


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


 






    	 	39	 



     


    

 


(3)           to
defend, release, and indemnify the Trustee, its directors, officers, employees and agents (collectively, the “Indemnified Parties”)
for, and to hold it harmless against, any loss, liability or expense (including, without limitation, attorney’s fees and expenses)
, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the enforcement of
its right to indemnity hereunder and including the reasonable costs and expenses of defending itself against any claim (regardless of
whether such claim is asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance
of any of its powers or duties hereunder, except to the extent the same shall have been finally adjudicated by a court of competent jurisdiction
to have been directly caused by the an Indemnified Party’s negligence or willful misconduct.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute administrative expenses for purposes of priority
under any applicable Federal, state or non-United States bankruptcy, insolvency or other similar law.


 


The Trustee shall have a lien prior to the Securities
as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607,
except with respect to funds held in trust for the benefit of the Holders of Securities.


 


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


 


Section 608.          Conflicting
Interests.


 


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


 


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


 


Section 609.          Corporate
Trustee Required; Eligibility.


 


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


 






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Section 610.         Resignation
and Removal; Appointment of Successor.


 


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


 


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


 


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


 


If at any time:


 


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


 


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


 


(3)          the
Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall
be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (A) the Company may remove the Trustee with respect to all Securities or (B) subject
to Section 513, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of
such Securities for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 






    	 	41	 



     


    

 


If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, or, if the
Company has previously appointed a successor Trustee, such successor Trustee, the successor Trustee so appointed by such Holders shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, Holders of 10% in aggregate principal amount of Securities of any series who have
been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 


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


 


Section 611.          Acceptance
of Appointment by Successor.


 


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


 






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


 


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


 


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


 


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


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor;
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, consolidation or sale
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities; and in case at that time any Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.


 






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Section 613.          Preferential
Collection of Claims Against Company.


 


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


 






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ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE

AND THE COMPANY


 


Section 701.          Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


Section 702.          Preservation
of Information; Communications to Holders.


 


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


 


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


 


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


 


Section 703.          Reports
by Trustee.


 


The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in
the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty
days after each September 15 following the date of the initial issuance of Securities under this Indenture deliver to Holders a brief
report, dated as of such September 15 which complies with the provisions of such Section 313(a). The Trustee shall promptly
deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 703.


 


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


 






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Section 704.          Reports
by the Company.


 


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


 






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ARTICLE VIII

CONSOLIDATION, MERGER AND SALE OF ASSETS


 


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


 


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


 


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


 


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


 


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


 


Section 802.          Successor
Person Substituted.


 


Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any sale, transfer, lease or conveyance of all or substantially all of the properties
and assets of the Company, in each case in accordance with Section 801, the successor Person shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture, with the same effect as if such successor Person had
been an original party to this Indenture, and the Company shall be released from all of its liabilities and obligations under this Indenture
and the Securities.


 






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ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 901.          Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


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


 


(4)            to
add one or more guarantees for the benefit of the Holders of the Securities, and to evidence the release and discharge of any guarantor
from its obligations under its guarantee of Securities and its obligations under this Indenture in accordance with the terms of this Indenture;


 


(5)            to
secure the Securities;


 


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


 


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


 


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


 


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


 


(10)         to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in uncertificated form;


 






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


 


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


 


(13)          to
conform any provision of this Indenture, any supplemental indenture, one or more series of Securities or any related guarantees or security
documents to the description of such securities contained in a prospectus, prospectus supplement, offering memorandum or similar document
with respect to the offering of the Securities of such series;


 


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


 


(15)          to
change any other provision under this Indenture; provided that such action pursuant to this clause (15) shall not materially
adversely affect the interests of the Holders of Securities of any applicable series.


 


Section 902.          Supplemental
Indentures With Consent of Holders.


 


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


 


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


 


(2)            reduce
the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security
which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 503, or reduce the
rate of interest on any Security;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


After a supplemental indenture under this Section 902
becomes effective, the Company shall deliver to the Trustee a notice briefly describing such supplemental indenture or a copy of such
supplemental indenture and, at the Company’s written request, the Trustee shall deliver such notice or supplemental indenture to
Holders affected thereby. Any failure of the Company to deliver such notice, or any defect therein, or any failure of the Company to deliver
such supplemental indenture, shall not in any way impair or affect the validity of any such supplemental indenture.


 


Section 903.          Execution
of Supplemental Indentures.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and, subject to Section 601, shall be fully protected in relying upon, an Opinion of Counsel
and Officer’s Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture,
that such Supplemental


 






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Indenture is the legal, valid and binding obligation
of the Company, enforceable in accordance with its terms and that all conditions precedent in this Indenture to the execution of such
supplemental indenture, if any, have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 904.          Effect
of Supplemental Indentures.


 


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


 


Section 905.          Conformity
with Trust Indenture Act.


 


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


 


Section 906.          Reference
in Securities to Supplemental Indentures.


 


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


 






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ARTICLE X

COVENANTS


 


Section 1001.        Payment
of Principal, Premium, if any, and Interest.


 


The Company covenants and agrees for the benefit
of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest on the Securities
of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be considered paid on the
date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any
Subsidiary is the Paying Agent, the segregated account or separate trust fund maintained by the Company or such Subsidiary pursuant to
Section 1003) holds in accordance with this Indenture money sufficient to pay all principal and interest then due.


 


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


 


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


 


Section 1002.        Maintenance
of Office or Agency.


 


The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of such series may be presented or surrendered for payment, where Securities
of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where
notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company hereby
appoints the Trustee at its Corporate Trust Office as its agent to receive all such presentations, surrenders, notices and demands; provided,
however, that the Trustee shall not be deemed an agent of the Company for service of legal process.


 


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


 






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


 


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


 


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


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, no later than 11:00 a.m. (New York City time) on each due date for the principal of
or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 


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


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money.


 


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


 






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Section 1004.        Statement
by Officers as to Default.


 


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


 


Section 1005.        Waiver
of Certain Covenants.


 


Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19), Section 901(1) or
Section 901(8) for the benefit of the Holders of such series or in Article VIII, if before the time for such compliance
the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain
in full force and effect.


 






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ARTICLE XI

REDEMPTION OF SECURITIES


 


Section 1101.        Applicability
of Article.


 


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


 


Section 1102.        Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 10 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.


 


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


 


If less than all the Securities of any series are
to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by, in the case of a Global Security, such method as shall
be in accordance with the procedures of the Depositary and, in the case of a Security other than a Global Security, by lot and, in each
case, which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided
that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected by the
Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the
preceding sentence.


 


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


 






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


 


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


 


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


 


Section 1104.        Notice
of Redemption.


 


Notice of redemption shall be given to Holders
not less than 10 nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301
for Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register.


 


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


 


(1)            the
Redemption Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)            any
conditions to the redemption; and


 






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


 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s written request, by the Trustee in the name and
at the expense of the Company; provided that the Company shall have delivered to the Trustee not later than the two Business Days
prior to the date the notice of redemption is to be sent (unless a shorter period shall be satisfactory to the Trustee), an Officer’s
Certificate requesting that the Trustee give such notice of redemption, together with the notice of redemption to be given setting forth
the information to be stated therein as provided in the preceding paragraph. The notice, if mailed in the manner herein provided, shall
be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Securities.


 


Section 1105.        Deposit
of Redemption Price.


 


By no later than 11:00 a.m. (New York City
time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest
on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption which
are owned by the Company or a Subsidiary and have been delivered by the Company or such Subsidiary to the Trustee for cancellation. All
money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly,
upon Company request, return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary
to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed.


 


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


 






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Section 1106.        Securities
Payable on Redemption Date.


 


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


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the Security.


 


Section 1107.        Securities
Redeemed in Part.


 


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


 









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ARTICLE XII



[RESERVED]


 









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ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301.        Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


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


 


Section 1302.        Defeasance
and Discharge.


 


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


 


Section 1303.        Covenant
Defeasance.


 


Upon the Company’s exercise of its option,
if any, to have this Section 1303 applied to any Securities or any series of Securities, or if this Section 1303 shall otherwise
apply to any Securities or any series of Securities, (1) the Company shall be released from its obligations under Section 801(3) and
any covenants provided pursuant to Section 301(19), Section 901(1) or Section 901(8) for the benefit of the Holders
of such Securities and (2) the occurrence of any event specified in Section 501(4) and Section 501(7) shall be
deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303
on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section 1304.        Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the application
of Section 1302 or 1303 to any Securities or any series of Securities:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination
thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and premium, if any, and interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any
security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and
held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section 1305.        Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


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


 






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


 


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


 


Section 1306.        Reinstatement.


 


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


 


Section 13.07        Multiple
Originals; Electronic Signatures


 


This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.
The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any
document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for under
applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the
Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform
Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to
agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved
by such Trustee.


 


[Signature page follows]





 






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


 


	 	UTZ BRANDS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






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