Exhibit 4.6


 


INTEC PHARMA LTD.


 


TO


 


[_______________________],


 


as Trustee


 


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


 


INDENTURE


 


Dated as of [_____________], 20[__]


 


SUBORDINATED DEBT SECURITIES


 




     


     


    

 


TABLE OF CONTENTS


 


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


 




     i


     


    

 


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


 




     ii


     


    

 


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


 




     iii


     


    

 


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


 


Testimonium


Signatures and Seals


Acknowledgements


Exhibit A - Forms of Certification


 




    iv 


     


    

 


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


 


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


 


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


 


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


 




    v 


     


    

 





INDENTURE


 


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


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


Article One

Definitions and Other Provisions of General Application


 


Section 101          Definitions.


 


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


 


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


 


(b)          all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,”
as used in Trust Indenture Act Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under
the Trust Indenture Act;


 




     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	2	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	3	 



     


    

 


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


 


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


 


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


 


“Custodian”
has the meaning specified in Section 501.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	4	 



     


    

 


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


 


“DTC”
means The Depository Trust Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	5	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	6	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	7	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	8	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	9	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	10	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section 102           Compliance
Certificates and Opinions.


 


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


 




    	 	11	 



     


    

 


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


 


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


 


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


 


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


 


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


 


Section 103          Form
of Documents Delivered to Trustee.


 


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


 


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


 


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


 




    	 	12	 



     


    

 


Section 104          Acts
of Holders.


 


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


 


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


 


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


 


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


 




    	 	13	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	14	 



     


    

 


Section 106          Notice
to Holders; Waiver.


 


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


 


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


 


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


 


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


 


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


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 




    	 	15	 



     


    

 


Section 107          Effect
of Headings and Table of Contents.


 


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


 


Section 108          Successors
and Assigns.


 


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


 


Section 109          Separability
Clause.


 


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


 


Section 110          Benefits
of Indenture.


 


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


 


Section 111          No
Personal Liability.


 


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


 


Section 112          Governing
Law.


 


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


 




    	 	16	 



     


    

 


Section 113          Legal
Holidays.


 


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


 


Section 114          Waiver
of Jury Trial.


 


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


 


Section 115          Counterparts.


 


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


 


Section 116          Force
Majeure.


 


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


 


Article Two

Securities Forms


 


Section 201          Forms
of Securities.


 


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


 




    	 	17	 



     


    

 


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


 


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


 


Section 202          Form
of Trustee’s Certificate of Authentication.


 


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


 


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


 


[_______________________],


 


as Trustee


 


By:


 


Name:


 


Title:


 


Section 203          Securities
Issuable in Global Form.


 


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


 




    	 	18	 



     


    

 


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


 


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


 


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


 


Section 204          CUSIP,
CINS or ISIN Numbers.


 


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


 




    	 	19	 



     


    

 


Article Three

The Securities


 


Section 301          Amount
Unlimited; Issuable in Series.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	20	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	21	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(s)          the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than
upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner
in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;


 


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


 


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


 




    	 	22	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


If any of the terms
of the Securities of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order for authentication and delivery of such Securities.


 


Section 302          Denominations.


 


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


 




    	 	23	 



     


    

 


Section 303          Execution,
Authentication, Delivery and Dating.


 


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


 


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


 


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


 


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


 




    	 	24	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


No Security or coupon
appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security or the Security to which such coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of a Responsible Officer, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation
as provided in Section 309 together with a written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued or sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


 




    	 	25	 



     


    

 


Section 304          Temporary
Securities.


 


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


 


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


 


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


 




    	 	26	 



     


    

 


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


 


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


 




    	 	27	 



     


    

 


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


 


Section 305          Registration,
Registration of Transfer and Exchange.


 


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


 


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


 


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


 




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


 




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


 




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


 


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


 


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


 


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


 


Section 306          Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 




    	 	31	 



     


    

 


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


 


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


 


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


 


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


 


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


 


Section 307          Payment
of Interest; Interest Rights Preserved.


 


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


 




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


 


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


 


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


 


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


 




    	 	33	 



     


    

 


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


 


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


 


Subject to the foregoing
provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


Section 308          Persons
Deemed Owners.


 


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


 




    	 	34	 



     


    

 


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


 


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


 


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


 


Section 309          Cancellation.


 


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


 


Section 310          Computation
of Interest.


 


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


 






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Article Four

Satisfaction and Discharge


 


Section 401          Satisfaction
and Discharge of Indenture.


 


This Indenture shall
upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except
as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided for and
any right to receive Additional Amounts, as provided in Section 1007), and the Trustee, upon receipt of a Company Order,
and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture
as to such series when:


 


(a)          either:


 


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


 


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


 


(i)          have
become due and payable, or


 


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


 


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


 


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


 




    	 	36	 



     


    

 


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


 


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


 


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


 


Section 402          Application
of Trust Fund.


 


Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if any), and any interest and Additional
Amounts for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.


 


Article Five

Remedies


 


Section 501          Events
of Default.


 


Subject to any modifications,
additions or deletions relating to any series of Securities as contemplated pursuant to Section 301, “Event
of Default,” wherever used herein with respect to any particular series of Securities, means any one of the following
events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


 


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


 


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


 




    	 	37	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(1)         commences
a voluntary case,


 


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


 


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


 


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


 




    	 	38	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section 502          Acceleration
of Maturity; Rescission and Annulment.


 


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


 


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


 


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


 


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


 


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


 




    	 	39	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


The Company covenants
that if:


 


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


 


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


 




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


 


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


 


Section 504          Trustee
May File Proofs of Claim.


 


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


 


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


 


(b)          to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder of Securities of such series and coupons to make such payments to the Trustee, and in the event
that the Trustee shall consent, in writing, to the making of such payments directly to the Holders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their
agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 606.


 


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


 




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


 


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


 


Section 506          Application
of Money Collected.


 


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


 


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


 


SECOND: To the payment
of the amounts then due and unpaid upon the Securities and coupons for principal (and premium or Make-Whole Amount, if any) and
interest and any Additional Amounts payable, in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and coupons for
principal (and premium or Make-Whole Amount, if any), interest and Additional Amounts, respectively, and


 


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


 


Section 507          Limitation
on Suits.


 


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


 


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


 




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(b)          the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default
described in clause (a), (b), (c), (d), (e), (f) or (i) of Section 501, or, in the case of any Event of Default described
in clause (g) or (h) of Section 501, the Holders of not less than 25% in principal amount of all Outstanding Securities,
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


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


 


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


 


(e)          no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (a), (b),
(c), (d), (e), (f) or (i) of Section 501, or, in the case of any Event of Default described in clause (g) or (h) of
Section 501, the Holders of not less than 25% in principal amount of all Outstanding Securities; it being understood
and intended that no one or more of such Holders of Securities of the same series, in the case of any Event of Default described
in clause (a), (b), (c), (d), (e), (f) or (i) of Section 501, or, of Holders of all Securities in the case of any Event
of Default described in clause (g) or (h) of Section 501 shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forebearance are
unduly prejudicial to such Holders), or to obtain or to seek to obtain priority or preference over any other of such Holders or
to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders of Securities of the same series, in the case of any Event of Default described in clause (a), (b), (c), (d), (e), (f)
or (i) of Section 501, or, of Holders of all Securities in the case of any Event of Default described in clause (g)
or (h) of Section 501.


 


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


 


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


 




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Section 509          Restoration
of Rights and Remedies.


 


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


 


Section 510          Rights
and Remedies Cumulative.


 


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


 


Section 511          Delay
or Omission Not Waiver.


 


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


 


Section 512          Control
by Holders of Securities.


 


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


 


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


 


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


 




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


 


Section 513           Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


Section 514           Waiver of Stay or
Extension Laws.


 


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


 


Section 515           Undertaking for Costs.


 


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


 




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Article Six

The Trustee


 


Section 601           Notice of Defaults.


 


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


 


Section 602           Certain Rights of
Trustee.


 


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


 


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


 


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


 


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


 




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


 


(e)          the
Trustee may consult with counsel of its choice and as a condition to the taking, suffering or omission of any action hereunder
may demand an Opinion of Counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	47	 



     


    

 


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


 


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


 


Section 603           Not Responsible for
Recitals or Issuance of Securities.


 


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


 


Section 604           May Hold Securities.


 


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


 


Section 605           Money Held in Trust.


 


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


 


Section 606           Compensation and
Reimbursement.


 


The Company agrees:


 


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


 




    	 	48	 



     


    

 


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


 


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


 


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


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(g) or Section 501(h), the expenses
(including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.


 


The provisions of this Section shall survive
the termination of this Indenture or the resignation or removal of the Trustee.


 


Section 607           Corporate Trustee
Required; Eligibility; Conflicting Interests.


 


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


 




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Section 608           Resignation and Removal;
Appointment of Successor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


Section 609           Acceptance of Appointment
By Successor.


 


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


 


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


 




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


 


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


 


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


 


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


 




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Section 611           Appointment of Authenticating
Agent.


 


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


 


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


 


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


 


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


 


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


 




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


 


[______________________],


 


as Trustee


 


By:        ,


 


as Authenticating Agent


 


By:


 


Name:


 


Title:


 


Article Seven

Holders’ Lists and Reports by Trustee and Company


 


Section 701           Disclosure of Names
and Addresses of Holders.


 


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


 


Section 702           Reports by Trustee.


 


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


 




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Section 703           Reports by Company.


 


(a)          The
Company will:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


Article Eight

Consolidation, Merger, Sale, Lease or Conveyance


 


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


 


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


 


Section 802           Rights and Duties
of Successor Corporation.


 


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


 




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


 


Section 803           Officers’ Certificate
and Opinion of Counsel.


 


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


 


Article Nine

Supplemental Indentures


 


Section 901           Supplemental Indentures
Without Consent of Holders.


 


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


 


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


 


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


 


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


 




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


 


(e)          to
add to, change or eliminate any of the provisions of this Indenture in respect of any series of Securities, provided that any such
addition, change or elimination shall (1) neither (i) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision, nor (ii) modify the rights of the Holder of any such Security
with respect to such provision; or (2) become effective only when there is no Outstanding Security; or


 


(f)          to
secure the Securities; or


 


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


 


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


 


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


 


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


 


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


 


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


 




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




 


Section 902           Supplemental Indentures
With Consent of Holders.


 


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


 


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


 


(b)          reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (or compliance
with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,
or reduce the requirements of Section 1504 for quorum or voting; or


 


(c)          modify
any of the provisions of this Section, Section 513 or Section 1008, except to increase the required percentage
to effect such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby;


 




    	 	59	 



     


    

 


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


 


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


 


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


 


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


 


Section 903           Execution of Supplemental
Indentures.


 


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


 


Section 904           Effect of Supplemental
Indentures.


 


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


 


Section 905           Conformity with Trust
Indenture Act.


 


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


 


Section 906           Reference in Securities
to Supplemental Indentures.


 


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


 




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Section 907           Notice of Supplemental
Indentures.


 


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


 


Article Ten

Covenants


 


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


 


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


 




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Section 1002           Maintenance of Office
or Agency.


 


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


 


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


 


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


 




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


 


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


 


If the Company shall at any time act as
its own Paying Agent with respect to any series of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any of the
Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and
premium or Make-Whole Amount, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the Trustee, in writing, of its action or failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities and any related coupons, it will, on or before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any Securities of that series, deposit
with a Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies described
in the preceding paragraph) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, Make-Whole
Amount or interest or Additional Amounts and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee,
in writing, of its action or failure so to act.


 


The Company will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:


 


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


 


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


 


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


 




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


 


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


 


Section 1004           (Omitted).


 


Section 1005           Provision of Financial
Information.


 


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


 


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


 




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Section 1006           Statement as to
Compliance.


 


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


 


Section 1007           Additional Amounts.


 


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


 


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


 




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Section 1008           Waiver of Certain
Covenants.


 


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


 


Article Eleven

Redemption of Securities


 


Section 1101           Applicability of
Article.


 


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


 


Section 1102           Election to Redeem;
Notice to Trustee.


 


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


 




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Section 1103           Selection by Trustee
of Securities to Be Redeemed.


 


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


 


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


 


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


 


Section 1104           Notice of Redemption.


 


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


 


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


 


All notices of redemption shall state:


 


(a)          the
Redemption Date;


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1105           Deposit of Redemption
Price.


 


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


 




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Section 1106           Securities Payable
on Redemption Date.


 


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


 


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


 




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Section 1107           Securities Redeemed
in Part.


 


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


 


Article Twelve

Sinking Funds


 


Section 1201           Applicability of
Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred
to as an “optional sinking fund payment.” If provided for by the terms of any Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such
series.


 


Section 1202           Satisfaction of
Sinking Fund Payments with Securities.


 


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


 




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Section 1203           Redemption of Securities
for Sinking Fund.


 


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


 


Article Thirteen

Repayment at the Option of Holders


 


Section 1301           Applicability of
Article.


 


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


 


Section 1302           Repayment of Securities.


 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid
at a price equal to the principal amount thereon, together with interest, if any, thereof accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment Date it will deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series,
a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all
the Securities or portion thereof, as the case may be, to be repaid on such date.


 




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Section 1303           Exercise of Option.


 


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


 


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


 


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


 




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


 


Section 1305           Securities Repaid
in Part.


 


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


 


Article Fourteen

Defeasance and Covenant Defeasance


 


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


 


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


 




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Section 1402           Defeasance and Discharge.


 


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


 


Section 1403           Covenant Defeasance.


 


Upon the Company’s exercise of the
above option applicable to this Section with respect to any Securities of or within a series, the Company and the Guarantors shall
be released from its obligations under Section 1005, and, if specified pursuant to Section 301, its obligations
under any other covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on and after the date
the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and
such Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for
the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection
with Section 1005, or such other covenant, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of
Default under Section 501(d) or Section 501(i) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons appertaining thereto shall be unaffected thereby.


 




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Section 1404           Conditions to Defeasance
or Covenant Defeasance.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section 1406           Reinstatement.


 


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


 




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Article Fifteen

Meetings of Holders of Securities


 


Section 1501           Purposes for Which
Meetings May Be Called.


 


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


 


Section 1502           Call, Notice and
Place of Meetings.


 


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


 


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


 


Section 1503           Persons Entitled
to Vote at Meetings.


 


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


 




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Section 1504           Quorum; Action.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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Section 1506           Counting Votes and
Recording Action of Meetings.


 


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


 


Section 1507           Evidence of Action
Taken by Holders.


 


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


 


Section 1508           Proof of Execution
of Instruments.


 


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


 


Article Sixteen

Conversion or Exchange of Securities


 


Section 1601           Applicability of
Article.


 


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


 


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


 


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


 




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Section 1603           No Fractional Shares.


 


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


 


Section 1604           Adjustment of Conversion
Rate or Exchange Rate.


 


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


 


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


 




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Section 1605           Payment of Certain
Taxes Upon Exchange.


 


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


 


Section 1606           Shares Free and
Clear.


 


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


 


Section 1607           Cancellation of
Security.


 


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


 


Section 1608           Duties of Trustee
Regarding Exchange and Conversion.


 


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


 




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Section 1609           Repayment of Certain
Funds Upon Exchange or Conversion.


 


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


 


Section 1610           Exercise of Conversion
or Exchange Privilege.


 


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


 




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


 


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


 


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


 




    	 	85	 



     


    

 


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


 


Article Seventeen

Subordination


 


Section 1701           Agreement to Subordinate.


 


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


 


Section 1702           Liquidation; Dissolution;
Bankruptcy.


 


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


 


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


 




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


 


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


 


Section 1703           Default on Senior
Debt.


 


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


 


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


 


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


 


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


 


Section 1704           Acceleration of
Securities.


 


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


 


Section 1705           When Distribution
Must Be Paid Over.


 


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


 


Section 1706           Notice by Company.


 


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


 




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Section 1707           Subrogation.


 


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


 


Section 1708           Relative Rights.


 


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


 


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


 


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


 


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


 


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


 


Section 1709         Subordination May
Not Be Impaired by Company.


 


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


 


Section 1710         Distribution or
Notice to Representative.


 


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


 




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Section 1711         Notice to Trustee.


 


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


 


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


 


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


 


Upon any payment or distribution of assets
of the Company referred to in this Article, the Trustee, subject to the provisions of Section 602, and the Holders
of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction
in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding
is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities,
for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.


 


Section 1713           Trustee Not Fiduciary
for Holders of Senior Debt.


 


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


 




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


 


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


 


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


 


Article Eighteen

Guarantees


 


Section 1801          Guarantee.


 


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


 




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


 


	 	COMPANY:
	 	 	 
	 	Intec Pharma Ltd.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[GUARANTORS:
	 	 
	 	By:	               
	 	Name:
	 	Title:]


 


	TRUSTEE:	 
	 	 
	By:	        	 
	Name:	 
	Title:	 


  




    	 	91	 



     


    

 


SCHEDULE I

GUARANTORS 


 




    	 	92	 



     


    

 


EXHIBIT A-1


 


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


 


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


 


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


 


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


 


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


 




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


 


Dated:_________________, ____.


 


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


 


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


 




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EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR 

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

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


 


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


 


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


 


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


 


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


 




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


 


Dated:__________________ , _____.


 


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


 


	 	_________________________________,
	 	as __________________
	 	 
	 	By:	                               
	 	Name:
	 	Title:


 


 


96