Exhibit
4.4


 


INDENTURE

between

SECOND SIGHT MEDICAL PRODUCTS, INC.

and

[________]

TRUSTEE


 


Dated
as of [________]


 


Providing
for Issuance of

Debt Securities in Series 


  





Reconciliation
and tie between Indenture, dated as of ______________, and the Trust Indenture Act of 1939, as amended.


 


	Trust
    Indenture Act of 1939

    Section	 	Indenture
    Section
	310(a)(1)	 	6.11
	(a)(2)	 	6.11
	(a)(3)	 	TIA
	(a)(4)	 	Not Applicable
	(a)(5)	 	TIA
	(b)	 	6.9; 6.11; TIA
	 	 	 
	311(a)	 	TIA
	(b)	 	TIA
	 	 	 
	312(a)	 	6.7
	(b)	 	TIA
	(c)	 	TIA
	 	 	 
	313(a)	 	6.6; TIA
	(b)	 	TIA
	(c)	 	6.6; TIA
	(d)	 	6.6
	 	 	 
	314(a)	 	9.6; 9.7; TIA
	(b)	 	Not Applicable
	(c)(1)	 	1.2
	(c)(2)	 	1.2
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.2
	(f)	 	TIA
	 	 	 
	315(a)	 	TIA
	(b)	 	6.5
	(c)	 	6.1
	(d)(1)	 	TIA
	(d)(2)	 	TIA
	(d)(3)	 	TIA
	(e)	 	TIA
	 	 	 
	316(a)(1)(A)	 	5.8
	(a)(1)(B)	 	5.7
	(b)	 	5.2; 5.10
	(c)	 	TIA
	 	 	 
	317(a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	9.3
	 	 	 
	318(a)	 	1.11
	(b)	 	TIA
	(c)	 	1.11; TIA


 


Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture.


 



    


     


    

 


Table
of Contents


 


	 	Page
	 	 
	Article
    I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	 	Section 1.1. DEFINITIONS	1
	 	Section 1.2. COMPLIANCE CERTIFICATES AND OPINIONS	8
	 	Section 1.3. FORM OF DOCUMENTS DELIVERED TO
    TRUSTEE	9
	 	Section 1.4. ACTS OF HOLDERS	10
	 	Section 1.5. NOTICES, ETC., TO TRUSTEE AND COMPANY	11
	 	Section 1.6. NOTICE TO HOLDERS; WAIVER	12
	 	Section 1.7. HEADINGS AND TABLE OF CONTENTS	13
	 	Section 1.8. SUCCESSOR AND ASSIGNS	13
	 	Section 1.9. SEPARABILITY	13
	 	Section 1.10. BENEFITS OF INDENTURE	13
	 	Section 1.11. GOVERNING LAW	13
	 	Section 1.12. LEGAL HOLIDAYS	13
	 	Section 1.13. NO RECOURSE AGAINST OTHERS	14
	 	 
	Article
    II SECURITY FORMS	14
	 	 	 
	 	Section 2.1. FORMS GENERALLY	14
	 	Section 2.2. FORM OF TRUSTEE’S CERTIFICATE
    OF AUTHENTICATION	15
	 	Section 2.3. SECURITIES IN GLOBAL FORM	15
	 	Section 2.4. FORM OF LEGEND FOR SECURITIES IN
    GLOBAL FORM	16
	 	 
	Article
    III THE SECURITIES	16
	 	 	 
	 	Section 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES	16
	 	Section 3.2. DENOMINATIONS	20
	 	Section 3.3. EXECUTION, AUTHENTICATION, DELIVERY
    AND DATING	20
	 	Section 3.4. TEMPORARY SECURITIES	23
	 	Section 3.5. REGISTRATION, TRANSFER AND EXCHANGE	24
	 	Section 3.6. REPLACEMENT SECURITIES	27
	 	Section 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS
    PRESERVED	29
	 	Section 3.8. PERSONS DEEMED OWNERS	30
	 	Section 3.9. CANCELLATION	31
	 	Section 3.10. COMPUTATION OF INTEREST	31
	 	Section 3.11. CURRENCY AND MANNER OF PAYMENT
    IN RESPECT OF SECURITIES	31
	 	Section 3.12. APPOINTMENT AND RESIGNATION OF
    EXCHANGE RATE AGENT	36
	 	Section 3.13. WIRE TRANSFERS	36
	 	Section 3.14. CUSIP NUMBERS	37



 



    


     


    

 


	Article IV SATISFACTION, DISCHARGE AND DEFEASANCE	37
	 	 	 
	 	Section 4.1. TERMINATION
    OF COMPANY’S OBLIGATIONS UNDER THE INDENTURE	37
	 	Section 4.2. APPLICATION OF TRUST FUNDS	38
	 	Section 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS;
    COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	38
	 	Section 4.4. DEFEASANCE AND DISCHARGE	39
	 	Section 4.5. COVENANT DEFEASANCE	39
	 	Section 4.6. CONDITIONS TO DEFEASANCE OR COVENANT
    DEFEASANCE	40
	 	Section 4.7. DEPOSITED MONEY AND GOVERNMENT
    OBLIGATIONS TO BE HELD IN TRUST	41
	 	Section 4.8. REPAYMENT TO COMPANY	42
	 	Section 4.9. INDEMNITY FOR GOVERNMENT OBLIGATIONS	42
	 	 
	Article
    V DEFAULTS AND REMEDIES	42
	 	 	 
	 	Section 5.1. EVENTS OF DEFAULT	42
	 	Section 5.2. ACCELERATION; RESCISSION AND ANNULMENT	43
	 	Section 5.3. COLLECTION OF INDEBTEDNESS AND
    SUITS FOR ENFORCEMENT BY TRUSTEE	44
	 	Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM	44
	 	Section 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT
    POSSESSION OF SECURITIES	44
	 	Section 5.6. DELAY OR OMISSION NOT WAIVER	45
	 	Section 5.7. WAIVER OF PAST DEFAULTS	45
	 	Section 5.8. CONTROL BY MAJORITY	45
	 	Section 5.9. LIMITATION ON SUITS BY HOLDERS	45
	 	Section 5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT	46
	 	Section 5.11. APPLICATION OF MONEY COLLECTED	46
	 	Section 5.12. RESTORATION OF RIGHTS AND REMEDIES	47
	 	Section 5.13. RIGHTS AND REMEDIES CUMULATIVE	48
	 	 
	Article
    VI THE TRUSTEE	48
	 	 	 
	 	Section 6.1. RIGHTS OF TRUSTEE	48
	 	Section 6.2. TRUSTEE MAY HOLD SECURITIES	49
	 	Section 6.3. MONEY HELD IN TRUST	49
	 	Section 6.4. TRUSTEE’S DISCLAIMER	50
	 	Section 6.5. NOTICE OF DEFAULTS	50
	 	Section 6.6. REPORTS BY TRUSTEE TO HOLDERS	50
	 	Section 6.7. SECURITY HOLDER LISTS	51
	 	Section 6.8. COMPENSATION AND INDEMNITY	51



 



    


     


    

 


	 	Section 6.9. SEPARATE TRUSTEE; REPLACEMENT OF
    TRUSTEE	52
	 	Section 6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	53
	 	Section 6.11. ELIGIBILITY; DISQUALIFICATION	54
	 	Section 6.12. MERGER, CONVERSION, CONSOLIDATION
    OR SUCCESSION TO BUSINESS	55
	 	Section 6.13. APPOINTMENT OF AUTHENTICATING
    AGENT	55
	 	 
	Article
    VII CONSOLIDATION, MERGER OR SALE BY THE COMPANY	57
	 	 	 
	 	Section 7.1. CONSOLIDATION, MERGER OR SALE OF
    ASSETS	57
	 	 
	Article
    VIII SUPPLEMENTAL INDENTURES	57
	 	 	 
	 	Section 8.1. SUPPLEMENTAL INDENTURES WITHOUT
    CONSENT OF HOLDERS	57
	 	Section 8.2. WITH CONSENT OF HOLDERS	59
	 	Section 8.3. COMPLIANCE WITH TRUST INDENTURE
    ACT	60
	 	Section 8.4. EXECUTION OF SUPPLEMENTAL INDENTURES	60
	 	Section 8.5. EFFECT OF SUPPLEMENTAL INDENTURES	60
	 	Section 8.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL
    INDENTURES	60
	 	 	 
	Article
    IX COVENANTS	61
	 	 
	 	Section 9.1. PAYMENT OF PRINCIPAL, PREMIUM,
    IF ANY, AND INTEREST	61
	 	Section 9.2. MAINTENANCE OF OFFICE OR AGENCY	61
	 	Section 9.3. MONEY FOR SECURITIES TO BE HELD
    IN TRUST; UNCLAIMED MONEY	62
	 	Section 9.4. CORPORATE EXISTENCE	63
	 	Section 9.5. REPORTS BY THE COMPANY	63
	 	Section 9.6. ANNUAL REVIEW CERTIFICATE	64
	 	Section 9.7. WAIVER OF CERTAIN COVENANTS	64
	 	 
	Article
    X REDEMPTION	64
	 	 	 
	 	Section 10.1. APPLICABILITY OF ARTICLE	64
	 	Section 10.2. ELECTION TO REDEEM; NOTICE TO
    TRUSTEE	64
	 	Section 10.3. SELECTION OF SECURITIES TO BE
    REDEEMED	65
	 	Section 10.4. NOTICE OF REDEMPTION	66
	 	Section 10.5. DEPOSIT OF REDEMPTION PRICE	67
	 	Section 10.6. SECURITIES PAYABLE ON REDEMPTION
    DATE	67
	 	Section 10.7. SECURITIES REDEEMED IN PART	68
	 	 
	Article
    XI SINKING FUNDS	68
	 	 	 
	 	Section 11.1. APPLICABILITY OF ARTICLE	68
	 	Section 11.2. SATISFACTION OF SINKING FUND PAYMENTS
    WITH SECURITIES	69
	 	Section 11.3. REDEMPTION OF SECURITIES FOR SINKING
    FUND	69


  






    


     


    

 





INDENTURE,
dated as of [________], between Second Sight Medical Products, Inc., a corporation duly organized and existing under the laws
of the State of California (the “Company”), and [________], as trustee, a national banking association organized and
existing under the laws of the United States of America (the “Trustee”).


 


RECITALS


 


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


 


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


 


Article
I


 


DEFINITIONS
AND OTHER PROVISIONS


OF
GENERAL APPLICATION


 


Section
1.1. DEFINITIONS. (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise
requires:


 


(1)         the
terms defined in this Article have the meanings assigned to them in this Article 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 generally accepted accounting
principles; and


 


(4)         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.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such specified Person. For 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.


 


“Agent”
means any Paying Agent or Registrar.


 


“Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to Section 6.13.


 



    1


     


    

 





“Authorized
Newspaper” means a newspaper of general circulation, in the official language of the country of publication or in the English
language, customarily published on each Business Day whether or not published on Saturdays, Sundays or holidays. Whenever successive
publications in an Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided herein) on
the same or different days of the week and in the same or different Authorized Newspapers.


 


“Bearer
Security” means any Security issued hereunder which is payable to bearer.


 


“Board”
or “Board of Directors” means the Board of Directors of the Company or any duly authorized committee thereof.


 


“Board
Resolution” means a copy of one or more resolutions of the Board of Directors, certified by the Corporate 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 the certificate.


 


“Business
Day”, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or particular location
are authorized or obligated by law or executive order to close, except as may otherwise be provided in the form of Security of
any particular series pursuant to the provisions of this Indenture.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
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.


 


“Common
Stock” means the shares of common stock, $0.00001 par value per share, of the Company.


 


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


 


“Company
Order” and “Company Request” mean, respectively, a written order or request signed in the name of the Company
by the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer or the Corporate
Secretary of the Company.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee at which at any particular time this Indenture shall be principally
administered, which office at the date hereof is located at [________].


 


“Currency
unit”, for all purposes of this Indenture, shall include any composite currency.


 



    2


     


    

 


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


 


“Depository”,
when used with respect to the Securities of or within any series issuable or issued in whole or in part in global form, means
the Person designated as Depository by the Company pursuant to Section 3.1 until a successor Depository shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depository
hereunder, and if at any time there is more than one such Person, shall be a collective reference to such Persons.


 


“Dollar”
or “$” means the coin or currency of the United States as at the time of payment is legal tender for the payment of
public and private debts.


 


“Euro”
means the lawful currency of the participating member states of the European Union that adopt a single currency in accordance
with the Treaty establishing the European Community, as amended by the Treaty on European Union signed February 7, 1992.


 


“Foreign
Currency” shall mean any currency issued by the government or governments of one or more countries other than the United
States or by any recognized confederation or association of such governments and shall include the Euro.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States or, if specified as contemplated by
Section 3.1, the government which issued the currency in which the Securities of a particular series are payable, for the payment
of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States or, if specified as contemplated by Section 3.1, such government which issued the foreign
currency in which the Securities of such series are payable, for the payment of which the full faith and credit of the United
States or such other government is pledged (whether by guaranty or otherwise), which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation evidenced by such depository receipt.


 


“Holder”
means, with respect to a Bearer Security, a bearer thereof or of a coupon appertaining thereto and, with respect to a Registered
Security, a person in whose name such Registered Security is registered on the Register.  


 



    3


     


    

 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of
the particular series of Securities established as contemplated by Section 3.1; provided, however, that if at any time more than
one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more
separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such
Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the
particular series of Securities for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however,
of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such Trustee, but to which such Person, as such Trustee,
was not a party; provided further that in the event that this indenture is supplemented or amended by one or more indentures supplemental
hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of
Securities shall only include the supplemental indentures applicable thereto.


 


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


 


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


 


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


 


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


 


“Officer”
means the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer or the Corporate
Secretary of the Company.


 


“Officers’
Certificate” means a certificate signed by the President, the Chief Executive Officer, the Chief Financial Officer, any
Vice President, the Corporate Secretary or the Treasurer of the Company.


 


“Opinion
of Counsel” means a written opinion of legal counsel, who may be, without limitation, (a) an employee of the Company, or
(b) outside counsel designated by the Company.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the stated principal amount thereof to
be due and payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2.


 



    4


     


    

 


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


 


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


 


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


 


(iii)        Securities,
except to the extent provided in Sections 4.4 and 4.5, with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article IV; and


 


(iv)        Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;


 


provided,
however, that unless otherwise provided with respect to any Securities of any series pursuant to Section 3.1, in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, or whether sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by section 313 of the Trust Indenture Act or are present at a meeting of Holders
for quorum purposes, (w) the principal amount of any Original Issue Discount Securities that may be counted in making such determination
or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that
would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.2, (x) the principal amount of any Security denominated in one or more Foreign Currencies
or currency units that may be counted in making such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent, determined as of such date of original issuance, of the amount determined
as provided in clause (w) above) of such Security, (y) unless otherwise provided with respect to such Security pursuant to Section
3.1, the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall
be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
and (z) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, or
determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 



    5


     


    

 


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


 


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


 


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


 


“Place
of Payment”, when used with respect to the Securities of or within any series, means the place or places where the principal
of, premium, if any, and interest and any other payments on such Securities are payable as specified as contemplated by Sections
3.1 and 9.2.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.6 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.


 


“Preferred
Stock” as applied to the capital stock of the Company means capital stock of any class or classes (however designated) which
is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of the Company, over shares of Common Stock of such corporation.


 


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


 



    6


     


    

 


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


 


“Registered
Security” means any Security issued hereunder and registered as to principal and interest in the Register.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.1, which date shall be, unless otherwise specified pursuant to Section
3.1, the fifteenth day preceding such Interest Payment Date, whether or not such day shall be a Business Day.


 


“Responsible
Officer”, when used with respect to the Trustee, shall mean any senior vice president, vice president, any assistant vice
president or assistant secretary working in its corporate trust department and assigned responsibility for this engagement, or
any other officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall
be such officers, respectively, working in its corporate trust department and assigned responsibility for this engagement, or
to whom any corporate trust matter relating to the Indenture or the Securities is referred because of his knowledge of and familiarity
with a particular subject.


 


“Security”
or “Securities” has the meaning stated in the first recital of this Indenture and more particularly means a Security
or Securities of the Company issued, authenticated and delivered under this Indenture.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary”
means any Person of which the Company at the time owns or controls, directly or indirectly, more than 50% of the shares of outstanding
stock or other equity interests having general voting power under ordinary circumstances to elect a majority of the Board of Directors,
managers or trustees, as the case may be, of such Person (irrespective of whether or not at the time stock of any other class
or classes or other equity interests of such corporation shall have or might have voting power by reason of the happening of any
contingency).


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in effect on the date of this Indenture, except as provided in Section
8.3.


 


“Trustee”
means the party named as such in the first paragraph of this Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and if, at any time, there is more than one Trustee,
“Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities
of that series.


 



    7


     


    

 


“United
States” means, unless otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, the
United States of America (including the States and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.


 


“U.S.
Person” means, unless otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, an
individual citizen or resident of the United States, a corporation created or organized in or under the laws of the United States,
any State thereof or the District of Columbia, or a partnership, estate or trust treated as a domestic partnership, estate or
trust for United States federal income tax purposes.


 


(b)          The
following terms shall have the meanings specified in the Sections referred to opposite such term below:


 


	Term	 	Section
    
	 	 	 
	“Act”	 	1.4(a)
	“Bankruptcy Law”	 	5.1
	“Claims”	 	6.8(b)
	“Component Currency”	 	3.11(h)
	“Conversion Date”	 	3.11(d)
	“Conversion Event”	 	3.11(h)
	“Custodian”	 	5.1
	“Defaulted Interest”	 	3.7(b)
	“Election Date”	 	3.11(h)
	“Event of Default”	 	5.1
	“Exchange Rate Agent”	 	3.11(h)
	“Exchange Rate Officer’s Certificate”	 	3.11(h)
	“Market Exchange Rate”	 	3.11(h)
	“Register”	 	3.5
	“Registrar”	 	3.5
	“Specified Amount”	 	3.11(h)
	“Valuation Date”	 	3.11(c)


 


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


 



    8


     


    

 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant
to Sections 2.3 and 9.7) shall include:


 


(1)         a
statement that the individual signing such certificate or opinion has read such condition or covenant and any definitions in this
Indenture that are used in such certificate or opinion;


 


(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 has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such condition or covenant has been complied with; and


 


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


 


Section
1.3. 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 that the certificate or opinion or representations with
respect to the matters upon which his 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 that the certificate or opinion or representations as to such matters are erroneous.


 


Any
certificate or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon
a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such
officer or counsel, as the case may be, knows that the certificate or opinions or representations as to such accounting 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.


 



    9


     


    

 


Section
1.4. ACTS OF HOLDERS. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee 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 conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


 


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


 


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


 


(d)          The
ownership of Registered Securities shall be proved by the Register (as defined in Section 3.5 below).


 


(e)          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.


 



    10


     


    

 


(f)          If
the Company shall solicit from the Holders of any series any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders of such series entitled
to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of such series of record at the close of business on such
record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding
Securities of such series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities of such series shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless
taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite 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 amount of Outstanding Securities 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 Notes in the manner set forth in Section 1.6.


 


With
respect to any record date set pursuant to this Section 1.4, the Company may designate any date 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 Trustee, and to each Holder of Securities of the applicable
series in the manner set forth in Section 1.6 on or prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date pursuant to this Section, the Company 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. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record
date.


 


(g)         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.


 


(h)         The
Company and the Trustee may make reasonable rules for action by or at a meeting of Holders.


 


Section
1.5. 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 to or with the Trustee to the attention of its Corporate Trust Office, or


 



    11


     


    

 


(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 it at Second Sight Medical Products, Inc. ,
12744 San Fernando Road, Suite 400, Sylmar, California 91342, Attention: Chief Financial Officer, or at any other address previously
furnished in writing to the Trustee by the Company.


 


Section
1.6. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities
affected by such event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise
herein or in the terms of such Securities expressly provided) if in writing and mailed, first-class postage prepaid, to each such
Holder affected by such event, at his address as it appears in the Register, within the time prescribed for the giving of such
notice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be
sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in
an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by
Section 3.1.


 


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 of Registered Securities or
the sufficiency of any notice to Holders of Bearer Securities given as provided herein. In any case where notice is given to Holders
by publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency
of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities
given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such notice.


 


If
by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
as provided above, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose hereunder. If it is impossible or, in the opinion of the
Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof
as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.


 


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


 


Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be 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.


 



    12


     


    

 


Section
1.7. HEADINGS AND TABLE OF CONTENTS. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


Section
1.8. SUCCESSOR AND ASSIGNS. All covenants and agreements in this Indenture by the Company shall bind its successor and assigns,
whether so expressed or not.


 


Any
act or proceeding that is required or permitted by any provision of this Indenture and that is authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect
by the like board, committee or officer of any corporation that shall at the time be the successor or assign of the Company.


 


Section
1.9. SEPARABILITY. In case any provision of this Indenture or 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
1.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any Agent and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


Section
1.11. GOVERNING LAW. UNLESS OTHERWISE PROVIDED WITH RESPECT TO ANY SECURITIES OF ANY SERIES PURSUANT TO SECTION 3.1, THIS INDENTURE,
THE SECURITIES AND ANY COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.  This Indenture is subject to the Trust Indenture
Act and if any provision hereof limits, qualifies or conflicts with a provision included in this Indenture which is required by
the Trust Indenture Act, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that 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, whether or not such provision of this Indenture refers expressly to such
provision of the Trust Indenture Act.


 


Section
1.12. LEGAL HOLIDAYS. Unless otherwise provided with respect to any Security or Securities pursuant to Section 3.1, in any case
where any Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity or other payment date
of any Security shall not be a Business Day at any Place of Payment, then, notwithstanding any other provision of this Indenture
or any Security or coupon, payment of principal, premium, if any or interest or other payments need not be made at such Place
of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and
effect as if made on such date; provided that no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity or other payment date, as
the case may be.


 



    13


     


    

 


Section
1.13. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, agent, member, manager, trustee or shareholder,
as such, of the Company or any successor Person shall have any liability for any obligations of the Company or any successor Person,
either directly or through the Company or any successor Person, under the Securities or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation, whether by virtue of any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. By accepting a Security,
each Holder agrees to the provisions of this Section 1.13 and waives and releases all such liability. Such waiver and release
shall be part of the consideration for the issue of the Securities.


 


Article
II


 


SECURITY
FORMS


 


Section
2.1. FORMS GENERALLY. The Securities of each series and the coupons, if any, to be attached thereto shall be in substantially
such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company
may deem appropriate or as may be required to comply with any applicable law, rule or regulation or with the rules or usage of
any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such
Securities and coupons, if any, as evidenced by their execution of the Securities and coupons, if any. If temporary Securities
of any series are issued as permitted by Section 3.4, the form thereof also shall be established as provided in the preceding
sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to, a
Board Resolution, a copy of the Board Resolution, and, if such Board Resolution delegates a particular action to another Person,
an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons,
if any, shall be certified by the Corporate 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 3.3 for the authentication and delivery of such Securities.


 


Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached.


 


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


 


    14


     


    

 


Section
2.2. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.  Subject to Section 6.13 (as applicable to any Authenticating
Agent), the Trustee’s certificate of authentication shall be in substantially the following form:


 


This
is one of the [Securities] [of the series designated herein and] referred to in the within-mentioned Indenture.


 


	 	 	, as Trustee
	Dated:	 


	 	 	 
	 	By:	 
	 	 	 AUTHORIZED
    SIGNATORY


	 


Section
2.3. SECURITIES IN GLOBAL FORM. If Securities of or within a series are issuable in whole or in part in global form, any such
Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be
reduced or increased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby, shall be made in
such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver
and redeliver any security in permanent global form in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery
of a Security in global form shall be in writing but need not comply with Section 1.2 hereof and need not be accompanied by an
Opinion of Counsel.


 


The
provisions of the last paragraph of Section 3.3 shall apply to any Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which
need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal
amount of Securities represented thereby, together with the written statement contemplated by the last paragraph of Section 3.3.


 


Notwithstanding
the provisions of Section 2.1 and 3.7, unless otherwise specified as contemplated by Section 3.1, payment of principal of, premium,
if any, and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


    15


     


    

 


Section
2.4. FORM OF LEGEND FOR SECURITIES IN GLOBAL FORM. Unless otherwise provided with respect to any Securities of any series pursuant
to Section 3.1 or required by the Depository, any Security of such series in global form authenticated and delivered hereunder
shall bear a legend in substantially the following form:


 


This
Security is in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository
or a nominee of a Depository. Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security
may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee
of such successor Depository. Every Security authenticated and delivered upon registration of, or in exchange for, or in lieu
of, this Security will be in global form, subject to the foregoing.


 


Article
III


 


THE
SECURITIES


 


Section
3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. (a) The aggregate principal amount of Securities which may be authenticated, delivered
and outstanding under this Indenture is unlimited. The Securities may be issued from time to time in one or more series.


 


(b)         The
following matters shall be established, without the approval of any Holders, with respect to each series of Securities issued
hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth,
or determined in the manner provided, in an Officers’ Certificate or (iii) in one or more indentures supplemental hereto
(provided, however, that any changes to terms that are established by a Board Resolution shall, after their initial establishment,
also be governed by the requirements of Sections 8.1 and 8.2):


 


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


 


(2)         any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated, delivered and outstanding
under this Indenture (which limit shall not pertain to 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 3.4, 3.5, 3.6, 8.6, or 10.7 and except for
any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


(3)         the
date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the method of determination
and/or extension of such date or dates; and the amount or amounts of such principal and premium, if any, payments or the method
of determination thereof;


 


(4)         the
rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method
of calculating and/or resetting such rate or rates of interest, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable
or the method by which such dates will be determined, the terms of any deferral of interest and the additional interest, if any,
thereon and, with respect to Registered Securities, the Regular Record Date, if any, for the interest payable on any Registered
Security on any Interest Payment Date, the right, if any, of the Company to extend the Interest Payment Dates and the Regular
Record Date, if any, and the duration of the extensions and the basis upon which interest shall be calculated if other than upon
a 360-day year of twelve 30-day months;


 



    16


     


    

 


(5)         the
place or places where the principal of, premium, if any, and interest, if any, on Securities of the series shall be payable;


 


(6)         the
period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which,
and the other terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of
the Company or otherwise, and, if other than as provided in Section 10.3, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;


 


(7)         the
obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions
or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price
or prices at which, and the other terms and conditions upon which, Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation and provisions for the remarketing of such series;


 


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


 


(9)         if
other than Dollars, the currency or currencies (including currency unit or units) in which the principal of, premium, if any,
and interest, if any, or other payments, if any, on the Securities of the series shall be payable, or in which the Securities
of the series shall be denominated, and the particular provisions applicable thereto in accordance with, in addition to, or in
lieu of the provisions of Section 3.11;


 


(10)       the
terms, if any, upon which Securities of the series may be convertible into or exchanged for other Securities, Common Stock, ,
other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other
obligor and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion
or exchange price or rate, the conversion or exchange period, and any other additional provisions;


 


(11)       if
the payments of principal of, premium, if any, or interest, if any, or other payments, if any, on the Securities of the series
are to be made, at the election of the Company or a Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency
unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange
rate with respect to such payments shall be determined, and the particular provisions applicable thereto in accordance with, in
addition to, or in lieu of the provisions of Section 3.11;


 



    17


     


    

 


(12)        if
the amount of payments of principal of, premium, if any, and interest, if any, or other payments, if any, on the Securities of
the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based,
without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or
commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in
which the Securities of the series are denominated or designated to be payable; or any other variable or the relationship between
any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;


 


(13)        if
other than the principal amount thereof, the portion of the principal amount of such Securities of the series or other amount
which shall be payable upon declaration of acceleration thereof pursuant to Section 5.2 or provable in bankruptcy or the method
by which such portion or amount shall be determined;


 


(14)        if
other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable
and the manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;


 


(15)        if
the principal amount payable at the Maturity of any Securities of the series will not be determinable as of one or more dates
prior to Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date hereunder
or thereunder, or, if other than as provided in the definition of the term “Outstanding”, 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) and, if necessary, the manner of determining the equivalent thereof in U.S. currency;


 


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


 


(17)        the
applicability of or any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or covenants
of the Company set forth in Article IX pertaining to the Securities of the series;


 


(18)        under
what circumstances, if any, the Company will pay additional amounts on the Securities of that series held by a Person who is not
a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Company will have the option
to redeem such Securities rather than pay such additional amounts (and the terms of any such option);


 



    18


     


    

 


(19)        whether
Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest coupons), or
both, and any restrictions applicable to the offering, sale or delivery of Bearer Securities and, if other than as provided in
Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series
and vice versa;


 


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


 


(21)        the
forms of the Securities and coupons, if any, of the series;


 


(22)        any
changes or additions to the provisions provided in Article Four of this Indenture pertaining to defeasance, including without
limitation, the exclusion of Section 4.4 or 4.5, or both, with respect to the Securities of or within the series; or the applicability,
if any, to the Securities of or within the series of such means of defeasance or covenant defeasance other than those provided
in Sections 4.4 and 4.5 as may be specified for the Securities and coupons, if any, of such series, and whether, for the purpose
of any defeasance or covenant defeasance pursuant to Section 4.4 or 4.5 or otherwise, the term “Government Obligations”
shall include obligations referred to in the definition of such term which are not obligations of the United States or an agency
or instrumentality of the United States;


 


(23)        if
other than the Trustee, the identity of the Registrar and any Paying Agent;


 


(24)        any
terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection
with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any
series may be used toward the exercise price of any such warrants, options or other rights;


 


(25)        the
designation of the initial Exchange Rate Agent, if any;


 


(26)        whether
any of the Securities of the series shall be issued in whole or in part in global form, and if so (i) the Depository for such
global Securities, (ii) the form of any legend in addition to or in lieu of that in Section 2.4 which shall be borne by such global
Securities, (iii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests
for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as
provided in Section 3.5, the circumstances under which any such exchange may occur;


 


(27)        the
priority, ranking or subordination, if any, of the Securities of the series;


 


(28)        if
the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than
the laws of the state of New York;


 



    19


     


    

 


(29)        the
terms, if any, of any guarantee of the payment of principal, premium and interest with respect to Securities of the series and
any corresponding changes to the provisions of this Indenture as then in effect;


 


(30)        the
terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether certain provisions in the Trust Indenture Act are
applicable and any corresponding changes to provisions of this Indenture as then in effect; and


 


(31)        any
other terms of the series, including any terms which may be required by or advisable under United States laws or regulations or
advisable (as determined by the Company) in connection with the marketing of Securities of the series.


 


(c)          The
terms applicable to the Securities of any one series and coupons, if any, appertaining to any Bearer Securities of such series
need not be identical but may vary as may be provided (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution
and (subject to Section 3.3) set forth, or determined in the manner provided, in the related Officers’ Certificate or (iii)
in an indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.


 


(d)          If
any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such
Board Resolution shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the terms
of the Securities of such series, and, if such Board Resolution delegates a particular action to another Person, an appropriate
record of any such action taken pursuant thereto, shall be delivered to the Trustee prior to the authentication and delivery thereof.


 


(e)          Except
as may be otherwise expressly provided in the applicable Board Resolutions or supplemental indenture, as contemplated by this
Section 3.1, the Securities of any Series shall rank PARI PASSU with the Securities of each other Series.


 


Section
3.2. DENOMINATIONS. Unless otherwise provided as contemplated by Section 3.1, any Registered Securities of a series shall be issuable
in denominations of $1,000 and any integral multiple thereof and any Bearer Securities of a series shall be issuable in the denomination
of $5,000 and any integral multiple thereof.


 


Section
3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. Securities shall be executed on behalf of the Company by the Chief Executive
Officer, the Chief Financial Officer, the President, or any Vice President, the Treasurer or the Corporate Secretary of the Company.
The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The signatures of any of these officers on the Securities may be manual or facsimile. The coupons,
if any, of Bearer Securities shall bear the facsimile signature of the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice President, the Treasurer the Corporate Secretary of the Company.


 



    20


     


    

 


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


 


At
any time and from time to time, the Company may deliver Securities, together with any coupons appertaining thereto, 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; provided,
however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral
or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series.


 


If
the form or terms of the Securities of a series have been established by or pursuant to one or more Board Resolutions as permitted
by Sections 2.1 and 3.1, 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 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel substantially to the effect that,


 


(1)         the
form of such Securities and any coupons have been established in conformity with the provisions of this Indenture;


 


(2)         the
terms of such Securities and any coupons have been, or in the case of Securities of a series offered in a Periodic Offering will
be, established in conformity with the provisions of this Indenture, subject in the case of Securities offered in a Periodic Offering,
to any conditions specified in such Opinion of Counsel; and


 


(3)         such
Securities together with any coupons appertaining thereto, when authenticated and delivered by the Trustee, issued by the Company
in accordance with the provisions of this Indenture, and delivered to and duly paid for by the purchasers thereof, and subject
to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles
and except further as enforcement thereof may be limited by or subject to certain exceptions and qualifications specified in such
Opinion of Counsel, including in the case of any Securities denominated in a Foreign Currency, (A) requirements that a claim with
respect to any Securities denominated other than in Dollars (or a foreign currency or foreign currency unit judgment in respect
of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B)
governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside
the United States.


 



    21


     


    

 


Such
Opinion of Counsel need express no opinion as to the enforceability of Section 6.8 or as to whether a court in the United States
would render a money judgment in a currency other than that of the United States. Such counsel may rely on opinions of other counsel
(copies of which shall be delivered to the Trustee), and, to the extent such opinion involves factual matters, such counsel may
rely upon certificates of officers of the Company and certificates of public officials.


 


Notwithstanding
that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities
if, in the written opinion of counsel to the Trustee (which counsel may be an employee of the Trustee), such action may not lawfully
be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors,
trustees or vice presidents shall determine that such action would expose the Trustee to personal liability.


 


Notwithstanding
the provisions of Section 3.1 and of the two preceding paragraphs, if all of the Securities of any series are not to be issued
at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or
the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding paragraphs in connection with the authentication
of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered
at or prior to the authentication upon original issuance of the first Security of such series to be issued.


 


With
respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company
of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon
the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in
connection with the first authentication of Securities of such series.


 


If
the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in global
form, then, unless otherwise provided with respect to such Securities pursuant to Section 3.1, the Company shall execute and the
Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one
or more Securities in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by such Security or Securities in global form, (ii) shall
be registered, if a Registered Security, in the name of the Depository for such Security or Securities in global form or the nominee
of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instruction
and (iv) shall bear the legend set forth in Section 2.4.


 



    22


     


    

 


Unless
otherwise established pursuant to Section 3.1, each Depository designated pursuant to Section 3.1 for a Registered Security in
global form must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered
under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Neither the Company nor the Trustee
shall have any responsibility to determine if the Depository is so registered.


 


Each
Depository shall enter into an agreement with the Company and the Trustee, as agent, governing the respective duties and rights
of such Depository, the Company and the Trustee, as agent, with regard to Securities issued in global form.


 


Each
Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 3.1.


 


No
Security or coupon appertaining thereto shall be entitled to any benefits under this Indenture or be valid or obligatory for any
purpose until authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent
and no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture
and is entitled to the benefits of this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled.


 


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 3.9 together with a written
statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.


 


Section
3.4. 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 of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without coupons,
of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such
Securities and coupons, if any. In the case of Securities of any series, all or a portion of such temporary Securities may be
in global form.


 



    23


     


    

 


Except
in the case of temporary Securities in global form, each of which shall be exchanged in accordance with the provisions thereof,
if temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After 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 pursuant to Section 9.2 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 (accompanied by any unmatured coupons appertaining thereto),
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided further that no definitive Bearer Security shall
be delivered in exchange for a temporary Bearer Security unless the Trustee shall have received from the person entitled to receive
the definitive Bearer Security a certificate substantially in the form approved in or pursuant to the Board Resolutions relating
thereto and such delivery shall occur only outside the United States. 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 except as
otherwise specified as contemplated by Section 3.1.


 


Section
3.5. REGISTRATION, TRANSFER AND EXCHANGE. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in
any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment or in such other place
or medium as may be specified pursuant to Section 3.1 a register for each series of Securities (the registers maintained in such
office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as
the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Registered Securities and the registration of transfers of Registered Securities. The Register shall be in
written form or any other form capable of being converted into written form within a reasonable time. Unless otherwise provided
as contemplated by Section 3.1, the Trustee is hereby appointed “Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities, and for the purpose of maintaining the Register in respect thereof, as herein
provided.


 


Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency maintained pursuant to
Section 9.2 in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount.


 


Unless
otherwise provided as contemplated by Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any
coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery.


 



    24


     


    

 


Unless
otherwise provided as contemplated by Section 3.1, at the option of the Holder, Registered Securities of any series (except a
Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount containing identical terms and provisions, upon surrender of the Registered Securities
to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled
to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered
Securities.


 


Unless
otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged
for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities
of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series,
of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee
in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may
be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount
of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding
the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered
Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or,
if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer
Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture.


 


Unless
otherwise specified pursuant to Section 3.1 with respect to a series of Securities or as otherwise provided below in this Section
3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled
to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities
of such series in certificated form and will not be considered the Holders or owners thereof for any purposes hereunder. Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form
in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may
not be transferred or exchanged except as a whole by the Depository for such series to a nominee of such Depository or by a nominee
of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor
Depository for such series or a nominee of such successor Depository.


 



    25


     


    

 


If
at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository
for the Securities of such series or if at any time the Depository for the Securities of such series notifies the Company that
it shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depository with respect to the Securities
of such series. Unless otherwise provided as contemplated by Section 3.1, if a successor Depository for the Securities of such
series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility,
the Company’s election pursuant to Section 3.1(b) (26) shall no longer be effective with respect to the Securities of such
series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor
in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security
or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form.


 


The
Company may at any time in its sole discretion determine that Securities of a series issued in global form shall no longer be
represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate
and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for
such Security or Securities in global form.


 


If
specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depository for such series may surrender
a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on
such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate
and deliver, without service charge,


 


(i)          to
each Person specified by such Depository a new certificated Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Security in global form; and


 


(ii)         to
such Depository a new Security in global form of like tenor in a denomination equal to the difference, if any, between the principal
amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders
thereof.


 



    26


     


    

 


(iii)        Upon
the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be cancelled
by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for
Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall
be registered in such names and in such authorized denominations as the Depository for such Security in global form, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Persons in whose names such Securities are so registered.


 


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


 


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


 


Unless
otherwise provided as contemplated by Section 3.1, no service charge shall be made for any registration of transfer or for any
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 or transfer or exchange of Securities, other than exchanges pursuant to
Section 3.4 or 10.7 not involving any transfer.


 


Unless
otherwise provided as contemplated by Section 3.1, none of the Company, the Registrar or the Trustee shall be required (i) to
issue, register the transfer of, or exchange any Securities for a period beginning at the opening of 15 Business Days before any
selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close
of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities
of like tenor and of such series to be redeemed; (ii) to register the transfer of or exchange any Registered Security so selected
for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part; or (iii) to exchange
any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security
of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption.


 


Section
3.6. REPLACEMENT SECURITIES. If a mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to
the Trustee, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver a replacement Registered Security,
if such surrendered Security was a Registered Security, or a replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the same series and date of maturity.


 



    27


     


    

 


If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security or Security with a destroyed, lost or stolen coupon and (ii) 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 or coupon has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate
and deliver in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost
or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a replacement Registered Security, if
such Holder’s claim appertains to a Registered Security, or a replacement Bearer Security with coupons corresponding to
the coupons appertaining to the destroyed, lost or stolen Bearer Security or the Bearer Security to which such lost, destroyed
or stolen coupon appertains, if such Holder’s claim appertains to a Bearer Security, of the same series and principal amount,
containing identical terms and provisions and bearing a number not contemporaneously outstanding with coupons corresponding to
the coupons, if any, appertaining to the destroyed, lost or stolen Security.


 


In
case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security or coupon, pay such Security or coupon; provided, however, that payment
of principal of and any premium or interest on Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.1,
any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.


 


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


 


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


 



    28


     


    

 


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


 


Section
3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. (a) Unless otherwise provided as contemplated by Section 3.1, interest, if
any, on any Registered 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 at the office or agency maintained for such purpose pursuant to 9.2; provided, however,
that at the option of the Company, interest on any series of Registered Securities that bear interest may be paid (i) by check
mailed to the address of the Person entitled thereto as it shall appear on the Register of Holders of Securities of such series
or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Register of Holders of Securities
of such series.


 


Unless
otherwise provided as contemplated by Section 3.1, (A) (i) interest, if any, on Bearer Securities shall be paid only against presentation
and surrender of the coupons for such interest installments as are evidenced thereby as they mature and (ii) principal, original
issue discount, if any, and premium, if any, on Bearer Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the United States, unless the Company shall have otherwise
instructed the Trustee in writing provided that any such instruction for payment in the United States does not cause any Bearer
Security to be treated as a “registration-required obligation” under United States laws and regulations; (B) the interest,
if any, on any temporary Bearer Security shall be paid, as to any installment of interest evidenced by a coupon attached thereto
only upon presentation and surrender of such coupon as provided in clause (A) above and, as to other installments of interest,
only upon presentation of such Security for notation thereon of the payment of such interest; and (C) if at the time a payment
of principal of premium, if any, or interest, if any, on a Bearer Security or coupon shall become due, the payment of the full
amount so payable at the office or offices of all the Paying Agents outside the United States is illegal or effectively precluded
because of the imposition of exchange controls or other similar restrictions on the payment of such amount in Dollars, then the
Company may instruct the Trustee to make such payment at a Paying Agent located in the United States, provided that provision
for such payment in the United States would not cause such Bearer Security to be treated as a “registration-required obligation”
under United States laws and regulations.


 


(a)          Unless
otherwise provided as contemplated by Section 3.1, any interest on any Registered 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 to the Persons in whose names such Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall 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 (1) provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of such Registered Securities of such series at his address as it appears in the Register, not
less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names such Registered
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).


 




    29


     


    

 


(2)         The
Company may make payment of any Defaulted Interest to the Persons in whose names such Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a specified date in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Registered 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 (2), such manner of payment shall be deemed practicable by the Trustee.


 


(b)          Subject
to the foregoing provisions of this Section and Section 3.5, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.


 


Section
3.8. PERSONS DEEMED OWNERS. Prior to due presentment of any Registered Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered
as the owner of such Registered Security for the purpose of receiving payment of principal of, premium, if any, and (subject to
Section 3.7) interest and any other payments on such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security shall 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.


 


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


 



    30


     


    

 


None
of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests of a Security in global form, or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing,
with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, or any agent of the Company
or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depository (or
its nominee), as a Holder, with respect to such Security in global form or impair, as between such Depository and owners of beneficial
interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depository
(or its nominee) as Holder of such Security in global form.


 


Section
3.9. CANCELLATION. The Company at any time may deliver Securities and coupons to the Trustee for cancellation. The Registrar and
any Paying Agent shall forward to the Trustee any Securities and coupons surrendered to them for replacement, for registration
of transfer, or for exchange or payment. The Trustee shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange, payment, redemption or cancellation and may destroy cancelled Securities and coupons
and, if so destroyed, shall issue a certificate of destruction to the Company. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.


 


Section
3.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 3.1, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section
3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES. (a) Unless otherwise specified with respect to any Securities pursuant
to Section 3.1, with respect to Registered Securities of any series and with respect to Bearer Securities of any series payment
of the principal of, premium, if any, interest, if any, and other amounts, if any, on any Registered or Bearer Security of such
series will be made in the currency or currencies or currency unit or units in which such Registered Security or Bearer Security,
as the case may be, is payable. The provisions of this Section 3.11, including without limitation any defined terms specified
herein, may be modified or superseded in whole or in part pursuant to Section 3.1 with respect to any Securities.


 



    31


     


    

 


(b)         If
expressly specified pursuant to Section 3.1, with respect to Registered Securities of any series, Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of, premium, if any, or interest, if any, on such Registered
Securities in any of the currencies or currency units which may be designated for such election by delivering to the Trustee (or
the applicable Paying Agent) a written election with signature guarantees and in the applicable form established pursuant to Section
3.1, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder
so elects to receive such payments in any such currency or currency unit, such election will remain in effect for such Holder
or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee (or any applicable
Paying Agent) for such series of Registered Securities (but any such change must be made not later than the close of business
on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date,
and no such change of election may be made with respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article
IV or with respect to which a notice of redemption has been given by or on behalf of the Company). Any Holder of any such Registered
Security who shall not have delivered any such election to the Trustee (or any applicable Paying Agent) not later than the close
of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in Section 3.11(a). The Trustee (or the applicable Paying Agent) shall notify the Company and the
Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities
for which Holders have made such written election.


 


(c)          If
the election referred to in paragraph (b) above has been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with respect to any such Registered Securities, not later
than the fourth Business Day after the Election Date for each payment date for such Registered Securities, the Exchange Rate Agent
will deliver to the Company a written notice specifying, in the currency or currencies or currency unit or units in which Registered
Securities of such series are payable, the respective aggregate amounts of principal of, premium, if any, and interest, if any,
on such Registered Securities to be paid on such payment date, and specifying the amounts in such currency or currencies or currency
unit or units so payable in respect of such Registered Securities as to which the Holders of Registered Securities denominated
in any currency or currencies or currency unit or units shall have elected to be paid in another currency or currency unit as
provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for with respect to any
Registered Securities of a series pursuant to Section 3.1, and if at least one Holder has made such election, then, unless otherwise
specified pursuant to Section 3.1, on the second Business Day preceding such payment date the Company will deliver to the Trustee
(or the applicable Paying Agent) an Exchange Rate Officers’ Certificate in respect of the Dollar, Foreign Currency or Currencies
or other currency unit payments to be made on such payment date. Unless otherwise specified pursuant to Section 3.1, the Dollar,
Foreign Currency or Currencies or other currency unit amount receivable by Holders of Registered Securities who have elected payment
in a currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable
Market Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes, absent manifest error.


 



    32


     


    

 


(d)         If
a Conversion Event occurs with respect to a Foreign Currency or any other currency unit in which any of the Securities are denominated
or payable otherwise than pursuant to an election provided for pursuant to paragraph (b) above, then, unless otherwise specified
pursuant to Section 3.1, with respect to each date for the payment of principal of, premium, if any, and interest, if any, on
the applicable Securities denominated or payable in such Foreign Currency or such other currency unit occurring after the last
date on which such Foreign Currency or such other currency unit was used (the “Conversion Date”), the Dollar shall
be the currency of payment for use on each such payment date (but such Foreign Currency or such other currency unit that was previously
the currency of payment shall, at the Company’s election, resume being the currency of payment on the first such payment
date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency of payment
no longer prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar amount to be paid by the Company to the Trustee
or any applicable Paying Agent and by the Trustee or any applicable Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a Foreign Currency that is a currency unit, the Dollar Equivalent of the Currency Unit, in each case
as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.


 


(e)         Unless
otherwise specified pursuant to Section 3.1, if the Holder of a Registered Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit or in other currencies as provided in paragraph (b) above,
and (i) a Conversion Event occurs with respect to any such elected currency or currency unit, such Holder shall receive payment
in the currency or currency unit in which payment would have been made in the absence of such election and (ii) if a Conversion
Event occurs with respect to the currency or currency unit in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 3.11 (but, subject to any contravening
valid election pursuant to paragraph (b) above, the elected payment currency or currency unit, in the case of the circumstances
described in clause (i) above, or the payment currency or currency unit in the absence of such election, in the case of the circumstances
described in clause (ii) above, shall, at the Company’s election, resume being the currency or currency unit of payment
with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during
which the circumstances which gave rise to such currency or currency unit, in the case of the circumstances described in clause
(i) above, or the Dollar, in the case of the circumstances described in clause (ii) above, becoming the currency or currency unit,
as applicable, of payment, no longer prevail).


 


(f)          The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for
each subsequent payment date by the Exchange Rate Agent by converting the specified Foreign Currency into Dollars at the Market
Exchange Rate on the Conversion Date.


 


(g)         The
“Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and, subject to the provisions
of paragraph (h) below, shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency
(as each such term is defined in paragraph (h) below) into Dollars at the Market Exchange Rate for such Component Currency on
the Valuation Date with respect to each payment.


 



    33


     


    

 


(h)         For
purposes of this Section 3.11, the following terms shall have the following meanings:


 


A
“Component Currency” shall mean any currency which, on the Conversion Date, was a component currency of the relevant
currency unit.


 


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


 


“Election
Date” shall mean the Regular Record Date for the applicable series of Registered Securities as specified pursuant to Section
3.1 by which the written election referred to in Section 3.11(b) may be made.


 


“Exchange
Rate Agent”, when used with respect to Securities of or within any series, shall mean, unless otherwise specified with respect
to any Securities pursuant to Section 3.1, a New York Clearing House bank designated pursuant to Section 3.1 or Section 3.12.


 


“Exchange
Rate Officer’s Certificate” shall mean a certificate setting forth (i) the applicable Market Exchange Rate or the
applicable bid quotation and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any
(on an aggregate basis and on the basis of a Security having the lowest denomination principal amount in the relevant currency
or currency unit), payable with respect to a Security of any series on the basis of such Market Exchange Rate or the applicable
bid quotation, signed by the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer,
or any Assistant Treasurer of the Company.


 


“Market
Exchange Rate” shall mean, unless otherwise specified with respect to any Securities pursuant to Section 3.1, as of any
date of determination, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method
specified pursuant to Section 3.1 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures,
the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in New York City, London or any other principal market for Dollars or such purchased Foreign
Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant
to Section 3.1, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii)
and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York
City, London or other principal market for such currency or currency unit in question (which may include any such bank acting
as Trustee under this Indenture), or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason
of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that
upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency
unit in order to make payments in respect of such securities.


 



    34


     


    

 


A
“Specified Amount” of a Component Currency shall mean the number of units of such Component Currency or fractions
thereof which such Component Currency represented in the relevant currency unit on the Conversion Date. If after the Conversion
Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies
are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies
expressed in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter
be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the
Specified Amount of such Component Currency shall be replaced by specified amounts of such two or more currencies, the sum of
which, at the Market Exchange Rate of such two or more currencies on the date of such replacement, shall be equal to the Specified
Amount of such former Component Currency and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter
be Component Currencies. If, after the Conversion Date of the relevant currency unit, a Conversion Event (other than any event
referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of such
currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes
of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on
the Conversion Date of such Component Currency.


 


All
decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee
(and any applicable Paying Agent) and all Holders of Securities denominated or payable in the relevant currency, currencies or
currency units. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee of any such decision
or determination.


 


In
the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the
Company will promptly give written notice thereof to the Trustee (or any applicable Paying Agent) and to the Exchange Rate Agent
(and the Trustee (or such Paying Agent) will promptly thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect
to any currency unit in which Securities are denominated or payable, the Company will promptly give written notice thereof to
the Trustee (or any applicable Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected Holders) specifying the Conversion Date and the Specified
Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent
change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly
give written notice to the Trustee (or any applicable Paying Agent) and to the Exchange Rate Agent.


 



    35


     


    

 


The
Trustee of the appropriate series of Securities shall be fully justified and protected in relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the
accuracy or validity of such information independent of the Company or the Exchange Rate Agent.


 


Section
3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT. (a) Unless otherwise specified pursuant to Section 3.1, if and so long
as the Securities of any series (i) are denominated in a currency or currency unit other than Dollars or (ii) may be payable in
a currency or currency unit other than Dollars, or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.
The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 3.11 for the purpose of determining the applicable rate of exchange and, if applicable, for the
purpose of converting the issued currency or currencies or currency unit or units into the applicable payment currency or currency
unit for the payment of principal, premium, if any, and interest, if any, pursuant to Section 3.11.


 


(b)          No
resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered
to the Company and the Trustee of the appropriate series of Securities accepting such appointment executed by the successor Exchange
Rate Agent.


 


(c)          If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or more series, the Company shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood
that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series
and that, unless otherwise specified pursuant to Section 3.1, at any time there shall only be one Exchange Rate Agent with respect
to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated
and/or payable in the same currency or currencies or currency unit or units).


 


Section
3.13. WIRE TRANSFERS. Notwithstanding any other provisions to the contrary in this Indenture, the Company may make any payment
of monies required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on, the Securities
(whether pursuant to optional or mandatory redemption payments, interest payment or otherwise) by wire transfer and immediately
available funds to an account designated by the Trustee on or before the date and time such monies are to be paid to the Holders
of the Security in accordance with the terms hereof.


 



    36


     


    

 


Section
3.14. CUSIP NUMBERS. The Company in issuing Securities may use “CUSIP” numbers (if then generally in use), and if
so, the Trustee may use the CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in
the notice or on the Securities, that reliance may be placed only on the other identification numbers printed on the Securities,
and any such redemption or exchange shall not be affected by any defect or omission of such CUSIP numbers. The Company will promptly
notify the Trustee of any change in CUSIP numbers known to an Officer of the Company.


 


Article
IV


 


SATISFACTION,
DISCHARGE AND DEFEASANCE


 


Section
4.1. TERMINATION OF COMPANY’S OBLIGATIONS UNDER THE INDENTURE. (a) This Indenture shall upon Company Request cease to be
of further effect with respect to Securities of or within any series and any coupons appertaining thereto (except as to any surviving
rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost,
stolen or mutilated as herein expressly provided for) and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such Securities and any coupons appertaining thereto
when


 


(1)         either


 


(A)        all
such Securities previously authenticated and delivered and all coupons appertaining thereto (other than (i) such coupons appertaining
to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is
not required or has been waived as provided in Section 3.5, (ii) such Securities and coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.6, (iii) such coupons appertaining to Bearer Securities called
for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 10.6
and (iv) such Securities and coupons 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 9.3) have been
delivered to the Trustee for cancellation; or


 


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


 


(i)          have
become due and payable, or


 


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


 



    37


     


    

 


(iii)        if
redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the
Trustee for giving of notice of redemption, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency or currencies or
currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness
on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal, premium, if any,
and interest, with respect thereto, 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 then payable hereunder by the Company; and


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.8 and the obligations of the Company to any Authenticating Agent under Section 6.13 shall survive until the Securities
of the discharged series have been paid in full, and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 9.3 shall
survive in accordance with the terms of such Sections.


 


Section
4.2. APPLICATION OF TRUST FUNDS. Subject to the provisions of the last paragraph of Section 9.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any and any interest
for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other
funds except to the extent required by law.


 


Section
4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless pursuant
to Section 3.1 provision is made to exclude with respect to the Securities of a particular series either or both of (i) defeasance
of the Securities of or within such series under Section 4.4 or (ii) covenant defeasance of the Securities of or within such series
under Section 4.5, then, in addition to the rights of the Company pursuant to Section 4.1 above, the provisions of such Section
or Sections, as the case may be, together with the provisions of Sections 4.6 through 4.9 inclusive, with such modifications thereto
as may be specified pursuant to Section 3.1 with respect to any Securities of such series, shall be applicable to such Securities
and any coupons appertaining thereto, and the Company may at its option, at any time, with respect to such Securities and any
coupons appertaining thereto, elect to have Section 4.4 (if applicable) or Section 4.5 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the conditions set forth below in this Article.


 



    38


     


    

 


Section
4.4. DEFEASANCE AND DISCHARGE. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section
with respect to the Securities of or within a series, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities and any coupons appertaining thereto on the date the conditions set forth in Section 4.6 are satisfied
(hereinafter, a “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 any coupons appertaining thereto, which Securities and
coupons appertaining thereto shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and
the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations
under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging
the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders
of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and
as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, on such
Securities or any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to
such Securities under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of additional amounts, if any, payable with
respect to such Securities as specified pursuant to Section 3.1(b) (18); (iii) the rights, powers, trusts, duties, immunities
and indemnities of the Trustee hereunder and (iv) this Article IV. Subject to compliance with this Article IV, the Company may
exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such
Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because
of an Event of Default.


 


Section
4.5. COVENANT DEFEASANCE. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section
with respect to any Securities of or within a series, the Company shall be released from its obligations under Sections 7.1, 9.4
and 9.5, and, if specified pursuant to Section 3.1, its obligations under any other covenant, with respect to such Securities
and any coupons appertaining thereto on and after the date the conditions set forth in Section 4.6 are satisfied (hereinafter,
“covenant defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be
not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with Sections 7.1, 9.4 and 9.5, or such other specified covenant, and the operation of Sections
5.1(3) and 5.1(6), but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose,
such covenant defeasance means that, with respect to such Securities and any coupons appertaining thereto, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such
other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of Default under Section 5.1(3) or 5.1(6) or otherwise,
as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons appertaining
thereto shall be unaffected thereby.


 



    39


     


    

 


Section
4.6. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the conditions to application of Section 4.4 or Section
4.5 to any Securities of or within a series and any coupons appertaining thereto:


 


(a)         The
Company shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements
of Section 6.11 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 4.3 through
4.9 inclusive and the last paragraph of Section 9.3 applicable to the Trustee, for purposes of such Sections also a “Trustee”)
as trust funds in trust for the purpose of making the payments referred to in clauses (x) and (y) of this Section 4.6(a), with
instructions to the Trustee as to the application thereof, (A) money in an amount (in such currency, currencies or currency unit
in which such Securities and any coupons appertaining thereto are then specified as payable at Maturity), or (B) Government Obligations
which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment referred to in clause (x) or (y) of this Section 4.6(a), money in an amount or
(C) a combination thereof in an amount, sufficient, in the determination of a nationally recognized independent accounting or
investment banking firm expressed in a written certification thereof delivered to the Trustee in the case of clauses (B) or (C),
to pay and discharge, and which shall be applied by the Trustee to pay and discharge, (x) the principal of, premium, if any, and
interest, if any, on such Securities and any coupons appertaining thereto on the Maturity of such principal or installment of
principal or interest and (y) any mandatory sinking fund payments applicable to such Securities on the day on which such payments
are due and payable in accordance with the terms of this Indenture and such Securities and any coupons appertaining thereto.


 


Before
such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date
or dates in accordance with Article X which shall be given effect in applying the foregoing.


 


(b)         The
deposit pursuant to subsection (a) above shall not result in or constitute a Default or Event of Default under this Indenture
or 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.


 


(c)         In
the case of an election under Section 4.4, no Default or Event of Default under Section 5.1(4) or 5.1(5) with respect to such
Securities and any coupons appertaining thereto shall have occurred and be continuing during the period commencing on the date
of such deposit and ending on the 91st day after such date (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 



    40


     


    

 


(d)         In
the case of an election under Section 4.4, the Company shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income
tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities
and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred.


 


(e)         In
the case of an election under Section 4.5, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 


(f)          The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may be) have been complied
with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company’s option under Section 4.4 or Section 4.5 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit
or by the trustee for such trust funds or (ii) all necessary registrations under said act have been effected.


 


(g)         Such
defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith as contemplated by Section 3.1.


 


Section
4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST. Subject to the provisions of the last paragraph of Section
9.3, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited with the Trustee pursuant to Section 4.6 in respect of any Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining thereto
of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need
not be segregated from other funds except to the extent required by law.


 



    41


     


    

 


If
specified with respect to any Security pursuant to Section 3.1, if, after a deposit referred to in Section 4.6(a) has been made,
(i) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.11(b)
or the terms of such Security to receive payment in a currency or currency unit other than that in which the deposit pursuant
to Section 4.6(a) has been made in respect of such Security, or (ii) a Conversion Event occurs as contemplated in Section 3.11(d)
or 3.11(e) or by the terms of any Security in respect of which the deposit pursuant to Section 4.6(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of, premium, if any, and interest, if any, on such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount
or other property deposited in respect of such Security into the currency or currency unit in which such Security becomes payable
as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such currency or currency unit
in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency
or currency unit in effect (as nearly as feasible) at the time of the Conversion Event.


 


Section
4.8. REPAYMENT TO COMPANY. The Trustee (and any Paying Agent) shall promptly pay to the Company upon Company Request any excess
money or securities held by them at any time.


 


Section
4.9. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall pay, and shall indemnify the Trustee against, any tax, fee or other
charge imposed on or assessed against Government Obligations deposited pursuant to this Article or the principal and interest
received on such Government Obligations, other than any such tax, fee or other charge that by law is for the account of the Holders
of the Securities subject to defeasance or covenant defeasance pursuant to this Article.


 


Article
V


 


DEFAULTS
AND REMEDIES


 


Section
5.1. EVENTS OF DEFAULT. An “Event of Default” occurs with respect to the Securities of any series, except to the extent
such event is specifically deleted or modified by the applicable Board Resolutions or supplemental indenture as contemplated by
Section 3.1 for the Securities of such series, if (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 interest on any Security of that series or any coupon appertaining thereto or any additional
amount payable with respect to any Security of that series as specified pursuant to Section 3.1(b)(17) when the same becomes due
and payable and such default continues for a period of 30 days;


 


(2)         the
Company defaults in the payment of the principal of or any premium on any Security of that series when the same becomes due and
payable at its Maturity or on redemption or otherwise, or in the payment of a mandatory sinking fund payment when and as due by
the terms of the Securities of that series;


 



    42


     


    

 


(3)         the
Company defaults in the performance of, or breaches, any covenant or warranty of the Company in this Indenture with respect to
any Security of that series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with), and such default or breach continues for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of that series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(4)         the
Company, pursuant to or within the meaning of any Bankruptcy Law, (A) commences a voluntary case, (B) consents to the entry of
an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, or (D) makes a general assignment for the benefit of its creditors;


 


(5)         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, (B) appoints a Custodian of the Company
or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains
unstayed and in effect for 90 days; or


 


(6)         any
other Event of Default provided as contemplated by Section 3.1 with respect to Securities of that series.


 


The
term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section
5.2. ACCELERATION; RESCISSION AND ANNULMENT. If an Event of Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities
of that series, by written notice to the Company (and, if given by the Holders, to the Trustee), may declare the principal (or,
if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount
or other amount as may be specified in the terms of that series) of all the Securities of that series to be due and payable and
upon any such declaration such principal (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified
amount) shall be immediately due and payable.


 


At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Trustee, may rescind
and annul such declaration and its consequences if all existing Defaults and Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 5.7. Upon any such rescission, the parties hereto shall be restored
respectively to their several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall
continue as though no acceleration had occurred.


 



    43


     


    

 


Section
5.3. 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 or coupon of any Security of any series, 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 of any series at the Maturity thereof and such
default continues for a period of 10 days, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders
of such Securities or coupons, if any, the whole amount then due and payable on such Securities for principal, premium, if any,
and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal,
premium, if any, and on any overdue interest, at the rate or rates prescribed therefor in such Securities or coupons.


 


If
the Company fails to pay such principal, premium, if any, and interest amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding for the collection of such principal, premium,
if any, and interest amounts so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the
same against the Company.


 


In
addition, if an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed, in its own name and as trustee of an express trust, 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 most effectual to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy.


 


Section
5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders of Securities allowed in any judicial proceedings relating
to the Company, its creditors or its property.


 


Section
5.5. 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, in its own name and as trustee of an express trust, without the possession
of any of the Securities or the production thereof in any proceeding relating thereto.


 



    44


     


    

 


Section
5.6. DELAY OR OMISSION NOT WAIVER. No delay or omission by the Trustee or any Holder of any Securities to exercise any right or
remedy accruing upon an Event of Default shall impair any such right or remedy or constitute a waiver of or acquiescence in any
such Event of Default.


 


Section
5.7. WAIVER OF PAST DEFAULTS. The Holders of a majority in aggregate principal amount of Outstanding Securities of any series
by notice to the Trustee may waive on behalf of the Holders of all Securities of such series a past Default or Event of Default
with respect to that series and its consequences except a Default or Event of Default (i) in the payment of the principal of,
premium, if any, or interest on any Security of such series or any coupon appertaining thereto or (ii) in respect of a covenant
or provision hereof which pursuant to Section 8.2 cannot be amended or modified without the consent of the Holder of each Outstanding
Security of such series adversely affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right consequent thereon. In case of any such waiver, the Company,
the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Securities of such
series, respectively.


 


Section
5.8. CONTROL BY MAJORITY. The Holders of a majority in aggregate principal amount of the Outstanding Securities of each series
affected (with each such series voting as a class) 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 it with respect to Securities
of that series; provided, however, that (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture,
(ii) the Trustee may refuse to follow any direction that is unduly prejudicial to the rights of the Holders of Securities of such
series not consenting, or that would in the good faith judgment of the Trustee have a substantial likelihood of involving the
Trustee in personal liability and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent
with such direction.


 


Section
5.9. LIMITATION ON SUITS BY HOLDERS. No Holder of any Security of any series or any coupons appertaining thereto shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:


 


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


 


(2)         the
Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series have made a written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)         such
Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to
be, or which may be, incurred by the Trustee in pursuing the remedy;


 



    45


     


    

 


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


 


(5)         during
such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have
not given to the Trustee a direction inconsistent with such written request.


 


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


 


Section
5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any other provision of this Indenture, but subject to Section 9.2,
the right of any Holder of a Security or coupon of any series to receive payment of principal of, premium, if any, and, subject
to Sections 3.5 and 3.7, interest on the Security, on or after the respective due dates expressed in the Security (or, in case
of redemption, on the redemption dates), and the right of any Holder of a coupon to receive payment of interest due as provided
in such coupon, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder.


 


Section
5.11. APPLICATION OF MONEY COLLECTED. If the Trustee collects any money pursuant to this Article, it shall pay out the money 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,
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 Trustee for amounts due under Section 6.8 in connection with such series of Securities in respect of which money or other
property is collected;


 


Second:
Subject to the terms of any subordination entered into as contemplated by Section 3.1(b) (27) hereof, to Holders of Securities
of such series and coupons in respect of which or for the benefit of which such money has been collected for amounts due and unpaid
on such Securities for principal of, premium, if any, and interest, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal, premium, if any, and interest, respectively; and


 


Third:
The balance, if any, to the Company.


 


The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.11. At least 15 days before
such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date
and the amount to be paid.


 



    46


     


    

 


Unless
otherwise specified in a supplemental indenture with respect to a series of Securities, in any case where Securities are outstanding
which are denominated in more than one currency, or in a composite currency and at least one other currency, and the Trustee is
directed to make ratable payments under this Section to Holders of Securities, the Trustee shall calculate the amount of such
payments as follows: as of the day the Trustee collects an amount under this Article, the Trustee shall, (i) as to each Holder
of a Security to whom an amount is due and payable under this Section which is denominated in a foreign currency or a composite
currency, determine that amount of Dollars that would be obtained for the amount owing such Holder, using the rate of exchange
at which in accordance with normal banking procedures the Trustee could purchase in Dollars as of such day with such amount owing,
(ii) calculate the sum of all Dollar amounts determined under (i) and add thereto any amounts due and payable in Dollars; and
(iii) using the individual amounts determined in (i) or any individual amounts due and payable in Dollars, as the case may be,
as a numerator and the sum calculated in (ii) as a denominator, calculate as to each Holder of a Security to whom an amount is
owed under this Section the fraction of the amount collected under this Article payable to such Holder. Any expenses incurred
by the Trustee in actually converting amounts owing Holders of Securities denominated in a currency or composite currency other
than that in which any amount is collected under this Article shall be likewise (in accordance with this paragraph) be borne ratably
by all Holders of Securities to whom amounts are payable under this Section.


 


Unless
otherwise specified in the supplemental indenture with respect to a series of Securities, to the fullest extent allowed under
applicable law, if for the purpose of obtaining judgment against the Company in any court it is necessary to convert the sum due
in respect of the principal of, or any premium or interest on the Securities of any series (the “Required Currency”)
into a currency in which judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the New York Business Day preceding that on which final judgment is given. The Company shall not
be liable for any shortfall in payments to Holders of Securities under this Section caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into
the Required Currency to make payments under this Section to Holders of Securities, but payment of such judgment shall discharge
all amounts owed by the Company on the claim or claims underlying such judgment.


 


Section
5.12. 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.


 



    47


     


    

 


Section
5.13. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided in Section 5.9 or with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon
or reserved to the Trustee or 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.


 


Article
VI



THE TRUSTEE 


 


Section
6.1. RIGHTS OF TRUSTEE. Subject to the applicable provisions of the Trust Indenture Act:


 


(a)         The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper party or parties. The Trustee need not investigate any fact or matter
stated in the document, and may conclusively rely, in good faith, as to the truth of the statements and concerns of the opinions
expressed therein.


 


(b)         Any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery
pursuant to Section 3.3, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution.


 


(c)         Before
the Trustee acts or refrains from acting, it may consult with counsel or require an Officers’ Certificate. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on a Board Resolution, the written advice of
counsel acceptable to the Trustee, a certificate of an Officer or Officers delivered pursuant to Section 1.2, an Officers’
Certificate or an Opinion of Counsel.


 


(d)
        The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence
of any agent or attorney appointed with due care.


 


(e)
        The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its discretion or rights or powers.


 


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


 



    48


     


    

 


(g)
        Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.


 


(h)
        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.


 


(i)
         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
(pursuant to Section 5.8) 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.


 


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


 


(k)
        Any permissive right of the Trustee hereunder shall not be construed to be a duty.


 


(l)
         The Trustee shall not be charged with knowledge of any Event of Default, other than as described in Section
5.1(1) or (2), unless and except to the extent actually known by a Responsible Officer of the Trustee or written notice thereof
is received by the Trustee at its Corporate Trust Office.


 


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


 


Section
6.2. TRUSTEE MAY HOLD SECURITIES. The Trustee, any Paying Agent, any Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company, an Affiliate or Subsidiary with the same rights it would have if it
were not Trustee, Paying Agent, Registrar or such other agent.


 


Section
6.3. MONEY HELD IN TRUST. Subject to the provisions of Section 4.8 and the last paragraph of Section 9.3, all moneys received
by the Trustee 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
investment of or interest on any money received by it hereunder except as otherwise agreed with the Company. Except for amounts
deposited pursuant to Article Four, so long as no Event of Default shall have occurred and be continuing, all interest allowed
on any such moneys shall be paid from time to time to the Company upon a Company Order. Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law.


 



    49


     


    

 


Section
6.4. TRUSTEE’S DISCLAIMER. The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or any coupon, except that
the Trustee represents and warrants that it is duly authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and thereunder; that the statements made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Securities are and at the time
of delivery will be true and accurate; and that such Statement complies and at the time of delivery will comply with the requirements
of the Trust Indenture Act and the Securities Act, in each case, applicable to such Statement. The Trustee shall not be accountable
for the Company’s use of the proceeds from the Securities or for monies paid over to the Company pursuant to the Indenture.


 


Section
6.5. NOTICE OF DEFAULTS. If a Default occurs and is continuing with respect to the Securities of any series and if it is known
to a Responsible Officer of the Trustee, the Trustee shall, within 90 days after it occurs, transmit, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, notice of all uncured Defaults known to it; provided, however, that,
except in the case of a Default in payment on the Securities of any series, the Trustee may withhold the notice if and so long
as a Responsible Officer in good faith determines that withholding such notice is in the interests of Holders of Securities of
that series; provided, further, that in the case of any default or breach of the character specified in Section 5.1(3) with respect
to the Securities and coupons of such series, no such notice to Holders shall be given until at least 90 days after the occurrence
thereof.


 


Section
6.6. REPORTS BY TRUSTEE TO HOLDERS. (a) Within 60 days after each May 15 of each year commencing with the first May 15 after the
first issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided
in Section 313(c) of the Trust Indenture Act a brief report dated as of such May 15 if required by and in compliance with Section
313(a) of the Trust Indenture Act. A copy of each report shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on any stock exchange and of any delisting thereof.


 


(b) 
       The Trustee shall from time to time transmit by mail to all Holders of Securities as provided
in Section 313(c) of the Trust Indenture Act, such reports as are required to be filed pursuant to Section 313(b) of the Trust
Indenture Act.


 



    50


     


    

 


 


Section
6.7. SECURITY HOLDER LISTS. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders of Securities of each series. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee semiannually on or before the last day of June and December in each year, 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, containing
all the information in the possession or control of the Registrar, the Company or any of its Paying Agents other than the Trustee
as to the names and addresses of Holders of Securities of each such series. If there are Bearer Securities of any series Outstanding,
even if the Trustee is the Registrar, the Company shall furnish to the Trustee such a list containing such information with respect
to Holders of such Bearer Securities only.


 


Section
6.8. COMPENSATION AND INDEMNITY. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for its
services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for
all reasonable expenses, disbursements and advances incurred by it in connection with the performance of its duties under this
Indenture, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


(b)      
The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense
(including attorneys fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income
of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether
asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee
that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it
without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the
trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder (collectively, “Claims”).
The Trustee shall notify the Company promptly of any Claim (other than Claims made by the Company against the Trustee) for which
it may seek indemnity. The Company may elect to defend the Claim and, in such case, the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.


 


(c)
      The Company need not reimburse any expense, disbursement or advance or indemnify against any
Claim incurred by the Trustee through negligence, willful misconduct or bad faith on the part of the Trustee.


 


(d)
      To secure the payment obligations of the Company pursuant to this Section, the Trustee shall
have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held
in trust to pay principal, premium, if any, and interest on particular Securities.


 






    51


     


    

 


(e)
      When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(4) or Section 5.1(5), the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.


 


(f)
       The provisions of this Section shall survive the termination of this Indenture.


 


(g)
      The protections, agreements and indemnities afforded to the Trustee under this Section shall
include any other agency to which it may be appointed or with respect to which it may serve hereunder, or in respect of any Securities
under any related Board Resolution or supplemental indenture, including but not limited to registrar, paying agent, conversion
agent or calculation agent.


 


Section
6.9. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE. (a) The Company may, but need not, appoint a separate Trustee for any one or more
series of Securities. The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in Section 6.10. In the event of an appointment
of a separate Trustee for any one or more series of Securities, the allocation of responsibilities between the separate Trustees
shall be determined at that time.


 


(b)
      The Trustee may resign at any time with respect to the Securities of any one or more series
by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10
shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series.


 


(c)
      The Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series may remove the Trustee with respect to any one or more series by so notifying the Trustee and the Company in writing and
may appoint a successor Trustee for such series with the Company’s consent.


 


If
an instrument of acceptance by a successor Trustee required by Section 6.10 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 any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(d)
      If at any time:


 


(1)
      the Trustee fails to comply with Section 310(b) of the Trust Indenture Act after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or


 






    52


     


    

 


(2)
      the Trustee shall cease to be eligible under Section 6.11 hereof or Section 310(a) of the
Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder of a Security who
has been a bona fide Holder of a Security for at least six months; or


 


(3)
      the Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or a receiver
or public officer takes charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company may remove the Trustee with respect to all Securities, or (ii) subject to Section 315(e)
of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


 


(e)
      If the Trustee resigns or is removed or becomes incapable of acting or if a vacancy exists
in the office of Trustee for any reason, with respect to Securities of one or more series, the Company shall promptly appoint
a successor Trustee 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
6.10. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, 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 6.10, then, subject to Section 315(e) of the Trust Indenture Act, any
Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


Section
6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee
an instrument accepting such appointment. Thereupon, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee, without further act, deed or conveyance, shall become vested with all the rights, powers 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 an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.


 






    53


     


    

 


(b)
      In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein such successor Trustee shall accept such appointment and which (i) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, such 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, (ii) 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 (iii) 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.


 


(c)
      No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under the Trust Indenture Act.


 


(d)
      The Company shall give, or cause to be given, notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities
of any series in the manner provided for notices to the Holders of Securities in Section 1.6. 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
6.11. ELIGIBILITY; DISQUALIFICATION. There shall at all times be a Trustee hereunder with respect to each series of Securities
(which need not be the same Trustee for all series). Each Trustee hereunder shall be eligible to act as trustee under Section
310(a)(1) of the Trust Indenture Act and shall have a combined capital and surplus of at least $100,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or the requirements of federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


 






    54


     


    

 


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.


 


Section
6.12. 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 or acquiring all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to, or by succession to or acquisition of all or substantially all of the corporate trust business
of, such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


 


Section
6.13. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued
upon original issue exchange, registration of transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee,
a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and,
except as may otherwise be provided pursuant to Section 3.1, shall at all times be a bank or trust company or corporation organized
and doing business and in good standing under the laws of the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $1,500,000 and
subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.


 


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


 






    55


     


    

 


An
Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee
for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating
Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 1.6. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The
Company agrees to pay to each Authenticating Agent from time to time such reasonable compensation as the Company and such Authenticating
Agent agree in writing from time to time including reimbursement of its reasonable expenses for its services under this Section.


 


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


 


This
is one of the [Securities] [of the series designated herein and] referred to in the within-mentioned Indenture.





 


	 	 	[________],
as Trustee
	 	 	 
	 	By 	 
	 	 	as Authenticating
    Agent
	 	By 	 
	 	 	Authorized Signatory





 






    56


     


    

 


Article
VII


 


CONSOLIDATION,
MERGER OR SALE BY THE COMPANY


 


Section
7.1. CONSOLIDATION, MERGER OR SALE OF ASSETS. The Company may not merge or consolidate with or into any other Person, in a transaction
in which it is not the surviving corporation, or sell, convey, transfer or otherwise dispose of all or substantially all of its
assets to any Person, unless (i) surviving or transferee Person is organized and existing under the laws of the United States
or a State thereof and such Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities
and any coupons appertaining thereto and under this Indenture, (ii) immediately thereafter, giving effect to such merger or consolidation,
or such sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing
and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor
Person of the obligations of the Company, such successor Person shall succeed to and be substituted for the Company hereunder
and under the Securities and any coupons appertaining thereto and all such obligations of the Company shall terminate.


 


Article
VIII



SUPPLEMENTAL INDENTURES 


 


Section
8.1. 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 indentures supplemental hereto for any of the following purposes:


 


(1)
      to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants and obligations of the Company herein and in the Securities (with such changes herein and therein as
may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); or


 


(2)
      to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the
Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture
under the Trust Indenture Act or otherwise; or


 


(3)
      to add any additional Events of Default with respect to all or any series of Securities; or


 


(4)
      to add to or change any of the provisions of this Indenture to such extent as shall be necessary
to facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable
as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of
Securities in certificated form; or


 






    57


     


    

 


(5)
      to change or eliminate any of the provisions of this Indenture, provided that any such change
or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental
indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or


 


(6)
      to add guarantees with respect to any or all of the Securities; or


 


(7)
      to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or


 


(8)
      to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.1, 4.4, and 4.5; provided
that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons
or any other series of Securities in any material respect; or


 


(9)
      to establish the form or terms of Securities of any series as permitted by Sections 2.1 and
3.1; or


 


(10)
    to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by
means of any computerized, electronic or other medium, including without limitation by computer diskette; or


 


(11)
    to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee
with respect to the Securities of one or more series and/or 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 Article VI; or


 


(12)
    if allowed without penalty under applicable laws and regulations, to permit payment in the United States
(including any of the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction
of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or


 


(13)
    to correct or supplement any provision herein which may be inconsistent with any other provision herein
or to cure any ambiguity or omission or to correct any mistake; or


 


(14)
    to make any other provisions with respect to matters or questions arising under this Indenture, provided
such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect.


 






    58


     


    

 


Section
8.2. WITH CONSENT OF HOLDERS. Without prior notice to any Holder but with the written consent of the Holders of a majority of
the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture
(with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures
supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture
supplemental hereto or to modify the rights of the Holders of Securities of each such series; provided, however, that without
the consent of the Holder of each Outstanding Security adversely affected thereby, a supplemental indenture under this Section
may not:


 


(1)         change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which any Securities
or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);


 


(2)         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;


 


(3)         except
to the extent provided in Section 8.1(11), make any change in Section 5.7 or this 8.2 except to increase any percentage or to
provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of
each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of
any Holders with respect to changes in the references to the “Trustee” and concomitant changes in this Section, in
accordance with the requirements of Sections 6.10(b) and 8.1(11); or


 


(4)         modify
the ranking or priority of the Securities.


 


For
the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an
unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of
such series in the amount issuable upon the exercise of such warrants.


 


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.


 






    59


     


    

 


It
is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture,
but it is sufficient if they consent to the substance thereof.


 


Section
8.3. COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to this Indenture or the Securities of one or more series shall be set
forth in a supplemental indenture that complies with the Trust Indenture Act as then in effect.


 


Section
8.4. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The
Trustee shall enter into any such supplemental indenture presented to it by the Company in compliance with this Article 8 if such
supplemental indenture does not adversely affect the Trustee’s own rights, duties or immunities under this Indenture or
otherwise. In formulating its opinion on such matters the Trustee shall be entitled to rely on such evidence as it deems appropriate,
which may be or include, without limitation, reliance solely on an opinion or advice of its counsel.


 


Section
8.5. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupon appertaining thereto
shall be bound thereby; provided that if such supplemental indenture makes any of the changes described in clauses (1) through
(4) of the first proviso to Section 8.2, such supplemental indenture shall bind each Holder of a Security who has consented to
it and every subsequent Holder of such Security or any part thereof.


 


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


 






    60


     


    

 


Article
IX



COVENANTS


 


Section
9.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of, premium, if any, and interest on the Securities of
that series in accordance with the terms of the Securities of such series, any coupons appertaining thereto and this Indenture.
An installment of principal, premium, if any, or interest shall be considered paid on the date it is due if the Trustee or Paying
Agent holds on that date money designated for and sufficient to pay the installment.


 


Section
9.2. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series are issued as Registered Securities, the Company will maintain
in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities
of a series are issuable as Bearer Securities, the Company will maintain, (i) subject to any laws or regulations applicable thereto,
an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that
series and related coupons may be presented and surrendered for payment; provided, however, that if the Securities of that series
are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are listed on such exchange, and (ii) subject to any
laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the
United States where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities
of that series and the related coupons unless otherwise specified in the Supplemental Indenture for such Series, may be presented
and surrendered for payment and conversion at the offices specified in the Security, in London, England, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands (provided, however, that
the foregoing appointment shall not impose or imply any obligation on the part of the Trustee to maintain any office for any such
purposes other than the Corporate Trust Office.)


 


Unless
otherwise specified as contemplated by Section 3.1, no payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States, by check mailed to any address in the United States, by transfer
to an account located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon
for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if
the Securities of a series are denominated and payable in Dollars, payment of principal of and any premium or interest on any
such Bearer Security shall be made at an office of a Paying Agent of the Company in the Borough of Manhattan, The City of New
York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal
or effectively precluded by exchange controls or other similar restrictions.


 






    61


     


    

 


Subject
to the preceding paragraphs, the Company may also from time to time designate one or more other offices or agencies where the
Securities (including any coupons, if any) 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 (including any coupons,
if any) 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.


 


Unless
otherwise specified as contemplated by Section 3.1, the Trustee shall initially serve as Paying Agent. The Paying Agent may make
reasonable rules not inconsistent herewith for the performance of its functions.


 


Section
9.3. MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY. 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 of the principal of, premium, if any, or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal, premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee in writing of any failure so to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of any failure so to act.


 


If
the Company is not acting as its own Paying Agent, 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, that such Paying Agent will:


 


(1)         hold
all sums held by it for the payment of the principal of, premium, if any, or interest on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)         give
the Trustee notice of any Default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal, premium, if any, or interest on the Securities; and


 






    62


     


    

 


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


 


Notwithstanding
anything in this Section 9.3 to the contrary, the Company may at any time, for the purpose of obtaining the satisfaction and discharge
of this Indenture, or with respect to one or more series of Securities, 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 applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of any principal, premium or interest or other amounts on any Security of any series and remaining unclaimed
for two years after such principal, premium, if any, or interest or other amounts has become due and payable shall be paid to
the Company (including interest income on such funds, if any), or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security and coupon, if any, shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.


 


Section
9.4. CORPORATE EXISTENCE. Subject to Article VII, the Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence.


 


Section
9.5. REPORTS BY THE COMPANY. The Company covenants, at any time at which there are Outstanding Securities of any series issued
under this Indenture:


 


(a)          to
file with the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to section 13 of the Securities Exchange Act of 1934, as amended, in respect
of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 






    63


     


    

 


(c)          to
transmit to all Holders of Securities within 30 days after the filing thereof with the Trustee, in the manner and to the extent
provided in section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section 9.6, as may be required by rules and regulations prescribed
from time to time by the Commission.


 


Section
9.6. ANNUAL REVIEW CERTIFICATE. At any time at which there are Outstanding Securities of any series issued under this Indenture,
the Company covenants and agrees to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company,
a brief certificate from the principal executive officer, principal financial officer, or principal accounting officer as to his
or her knowledge of whether the Company is in Default under this Indenture. For purposes of this Section 9.7, such compliance
shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.


 


Section
9.7. WAIVER OF CERTAIN COVENANTS. The Company may omit in any particular instance to comply with any term, provision or condition
as specified pursuant to Section 3.1(b)(17) for Securities of any series, in any covenants of the Company added to Article IX
pursuant to Section 3.1(b)(16) or Section 3.1(b)(17) in connection with Securities of a series, if before or after the time for
such compliance the Holders of at least a majority in principal amount of all outstanding Securities, by act of such Holders,
waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.


 


Article
X



REDEMPTION 


 


Section
10.1. APPLICABILITY OF ARTICLE. Securities (including coupons, if any) of or within any series which are redeemable in whole or
in part before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified in
the applicable Board Resolution or supplemental indenture with respect to such Series of Securities, as contemplated by Section
3.1 for Securities of any series) in accordance with this Article.


 


Section
10.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem any Securities, including coupons, if any,
shall be evidenced by a Board Resolution. In the case of any redemption at the election of the Company of less than all the Securities
or coupons, if any, of any series of the same tenor, the Company shall, at least 60 days (45 days in the case of redemption of
all Securities of any series or of any series with the same (i) Stated Maturity, (ii) period or periods within which, price or
prices at which and terms and conditions upon which such Securities may or shall be redeemed or purchased, in whole or in part,
at the option of the Company or pursuant to any sinking fund or analogous provision or repayable at the option of the Holder and
(iii) rate or rates at which the Securities bear interest, if any, or formula pursuant to which such rate or rates accrue (collectively,
the “Equivalent Principal Terms”)) 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
(i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.


 






    64


     


    

 


Section
10.3. SELECTION OF SECURITIES TO BE REDEEMED. If less than all the Securities with Equivalent Principal Terms of any series are
to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities (including coupons,
if any) of that series with Equivalent Principal Terms or any integral multiple thereof) of the principal amount of Securities
(including coupons, if any) of such series with Equivalent Principal Terms of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the terms of a particular series of Securities, the portions
of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the
Securities of such series, or an integral multiple thereof, and the principal amount which remains outstanding shall not be less
than the minimum authorized denomination for Securities of such series.


 


The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed. If the Securities (including coupons, if any) of
a series having different issue dates, interest rates and maturities (whether or not originally issued in a Periodic Offering)
are to be redeemed, the Company in its discretion may select the particular Securities or portions thereof to be redeemed and
shall notify the Trustee thereof by such time prior to the relevant redemption date or dates as the Company and the Trustee may
agree.


 


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


 






    65


     


    

 


Section
10.4. NOTICE OF REDEMPTION. Unless otherwise specified as contemplated by Section 3.1, notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified in the Securities to be redeemed, to each Holder of the Securities to be redeemed.


 


All
notices of redemption shall state:


 


(1)         the
Redemption Date;


 


(2)         the
Redemption Price and the amount of accrued interest, if any, to be paid;


 


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


 


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


 


(5)         the
Place or Places of Payment where such Securities are to be surrendered for payment for the Redemption Price;


 


(6)         that
Securities of the series called for redemption and all unmatured coupons, if any, appertaining thereto must be surrendered to
the Paying Agent to collect the Redemption Price;


 


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


 


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


 


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


 


(10)       if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed and if
such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to
Section 3.5 or otherwise, the last date, as determined by the Company, on which such exchanges may be made; and


 


(11)       the
CUSIP number, if any, of such Securities.


 






    66


     


    

 


Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company (provided that the Company prepare and provide to the Trustee
the form of such notice, or, if acceptable to the Trustee, provides sufficient information to enable the Trustee to prepare such
notice, in each case on a timely basis.)


 


Section
10.5. DEPOSIT OF REDEMPTION PRICE. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.3) an amount
of money in the currency or currencies (including currency units or composite currencies) in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall be an Interest Payment Date) interest accrued to
the Redemption Date on, all Securities or portions thereof which are to be redeemed on that date.


 


Unless
any Security by its terms prohibits any sinking fund payment obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the Company may deliver such Securities to the Trustee
for crediting against such payment obligation in accordance with the terms of such Securities and this Indenture.


 


Section
10.6. 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 and the coupons for any such interest appertaining to any Bearer Security so to be redeemed, except to the extent
provided below, shall be void and such Securities shall cease from and after the Redemption Date to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to
receive the Redemption Price thereof and unpaid interest to the Redemption Date. Except as provided in the next succeeding paragraph,
upon surrender of any such Security, including coupons, if any, for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however,
that unless otherwise specified as contemplated by Section 3.1, installments of interest on Bearer Securities whose Stated Maturity
is on or prior to the Redemption Date and the principal of, and premium, if any, on such Bearer Securities shall be payable only
at an office or agency located outside the United States and it possessions (except as otherwise provided in Section 9.2) and,
unless otherwise specified as contemplated by Section 3.1, only upon presentation and surrender of coupons for such interest;
and provided, further, that, unless otherwise specified as contemplated by Section 3.1, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.7.


 






    67


     


    

 


If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption
Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished
to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or agency located outside of the United States (except
as otherwise provided pursuant to Section 9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon presentation
and surrender of those coupons.


 


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


 


Section
10.7. SECURITIES REDEEMED IN PART. Upon surrender of a Security that is redeemed only in part at any Place of Payment therefor
(with, if the Company or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of that Security, without service charge, a new Security
or Securities of the same series, having the same form, terms and Stated Maturity, in any authorized denomination equal in aggregate
principal amount to the unredeemed portion of the principal amount of the Security surrendered.


 


Article
XI



SINKING FUNDS


 


Section
11.1. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series
is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 






    68


     


    

 


Section
11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The Company (i) may deliver Outstanding Securities of a series (other
than any previously called for redemption) together, in the case of Bearer Securities of such series, with all unmatured coupons
appertaining thereto and (ii) may apply as a credit Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series;
provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


Section
11.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any series
of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 11.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 10.4. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 10.6 and 10.7.


 


This
Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one instrument.


 






    69


     


    

 


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


 


	 	SECOND
    SIGHT MEDICAL PRODUCTS, INC.
	 	 
	 	By: 	 
	 	 	 
	 	Title:	 
	 	 	 
	[Seal]	 	 
	 	 	 
	 	Attest: 	 
	 	 	 
	 	Title:	 
	 	 
	 	[________], as Trustee
	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	[Seal]	 	 
	 	 	 
	 	Attest: 	 
	 	 	 
	 	Title:	 




 













    70