Exhibit
4.9


 


VASCULAR
BIOGENICS LTD.


 


TO


 





 



 





Trustee


 


Indenture


 


Dated
as of          , 20


 




    	 	 	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 
	ARTICLE
    ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	9
	 	 	 	 
	 	SECTION
    101.	Definitions	9
	 	 	 	 
	 	SECTION
    102.	Compliance
    Certificates and Opinions	15
	 	 	 	 
	 	SECTION
    103.	Form
    of Documents Delivered to Trustee	16
	 	 	 	 
	 	SECTION
    104.	Acts
    of Holders	16
	 	 	 	 
	 	SECTION
    105.	Notices,
    etc., to Trustee and Company	17
	 	 	 	 
	 	SECTION
    106.	Notice
    to Holders; Waiver	17
	 	 	 	 
	 	SECTION
    107.	Counterparts;
    Effect of Headings and Table of Contents	18
	 	 	 	 
	 	SECTION
    108.	Successors
    and Assigns	18
	 	 	 	 
	 	SECTION
    109.	Severability
    Clause	18
	 	 	 	 
	 	SECTION
    110.	Benefits
    of Indenture	18
	 	 	 	 
	 	SECTION
    111.	Governing
    Law	18
	 	 	 	 
	 	SECTION
    112.	Legal
    Holidays	19
	 	 	 	 
	 	SECTION
    113.	Limited
    Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company	19
	 	 	 	 
	 	SECTION
    114.	Conflict
    with Trust Indenture Act	19
	 	 
	ARTICLE
    TWO - SECURITIES FORMS	19
	 	 	 	 
	 	SECTION
    201.	Forms
    of Securities	19
	 	 	 	 
	 	SECTION
    202.	Form
    of Trustee’s Certificate of Authentication	20
	 	 	 	 
	 	SECTION
    203.	Securities
    Issuable in Global Form	20
	 	 
	ARTICLE
    THREE - THE SECURITIES	21
	 	 	 	 
	 	SECTION
    301.	Amount
    Unlimited; Issuable in Series	21
	 	 	 	 
	 	SECTION
    302.	Denominations	23
	 	 	 	 
	 	SECTION
    303.	Execution,
    Authentication, Delivery and Dating	23
	 	 	 	 
	 	SECTION
    304.	Temporary
    Securities	25
	 	 	 	 
	 	SECTION
    305.	Registration,
    Registration of Transfer, Conversion and Exchange	26


 



    	2



    	 



    

 





	 	SECTION
    306.	Mutilated,
    Destroyed, Lost and Stolen Securities	29
	 	 	 	 
	 	SECTION
    307.	Payment
    of Interest; Interest Rights Preserved	29
	 	 	 	 
	 	SECTION
    308.	Persons
    Deemed Owners	31
	 	 	 	 
	 	SECTION
    309.	Cancellation	31
	 	 	 	 
	 	SECTION
    310.	Computation
    of Interest	32
	 	 	 	 
	 	SECTION
    311.	CUSIP
    Numbers	32
	 	 
	ARTICLE
    FOUR - SATISFACTION AND DISCHARGE	32
	 	 	 	 
	 	SECTION
    401.	Satisfaction
    and Discharge of Indenture	32
	 	 	 	 
	 	SECTION
    402.	Application
    of Trust Funds	33
	 	 
	ARTICLE
    FIVE - REMEDIES	33
	 	 	 	 
	 	SECTION
    501.	Events
    of Default	33
	 	 	 	 
	 	SECTION
    502.	Acceleration
    of Maturity; Rescission and Annulment	34
	 	 	 	 
	 	SECTION
    503.	Collection
    of Indebtedness and Suits for Enforcement by Trustee	35
	 	 	 	 
	 	SECTION
    504.	Trustee
    May File Proofs of Claim	35
	 	 	 	 
	 	SECTION
    505.	Trustee
    May Enforce Claims Without Possession of Securities or Coupons	36
	 	 	 	 
	 	SECTION
    506.	Application
    of Money Collected	36
	 	 	 	 
	 	SECTION
    507.	Limitation
    on Suits	36


 


	 	SECTION
    508.	Unconditional
    Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	36
	 	 	 	 
	 	SECTION
    509.	Restoration
    of Rights and Remedies	36
	 	 	 	 
	 	SECTION
    510.	Rights
    and Remedies Cumulative	37
	 	 	 	 
	 	SECTION
    511.	Delay
    or Omission Not Waiver	37
	 	 	 	 
	 	SECTION
    512.	Control
    by Holders of Securities	37
	 	 	 	 
	 	SECTION
    513.	Waiver
    of Past Defaults	37
	 	 	 	 
	 	SECTION
    514.	Waiver
    of Usury, Stay or Extension Laws	37
	 	 	 	 
	 	SECTION
    515.	Undertaking
    for Costs	38



 






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	ARTICLE
    SIX - THE TRUSTEE	38
	 	 	 	 
	 	SECTION
    601.	Notice
    of Defaults	38
	 	 	 	 
	 	SECTION
    602.	Certain
    Rights of Trustee	38
	 	 	 	 
	 	SECTION
    603.	Not
    Responsible for Recitals or Issuance of Securities	39
	 	 	 	 
	 	SECTION
    604.	May
    Hold Securities	40
	 	 	 	 
	 	SECTION
    605.	Money
    Held in Trust	40
	 	 	 	 
	 	SECTION
    606.	Compensation
    and Reimbursement	40
	 	 	 	 
	 	SECTION
    607.	Corporate
    Trustee Required; Eligibility; Conflicting Interests	40
	 	 	 	 
	 	SECTION
    608.	Resignation
    and Removal; Appointment of Successor	41
	 	 	 	 
	 	SECTION
    609.	Acceptance
    of Appointment by Successor	42
	 	 	 	 
	 	SECTION
    610.	Merger,
    Conversion, Consolidation or Succession to Business	42
	 	 	 	 
	 	SECTION
    611.	Appointment
    of Authenticating Agent	43
	 	 	 	 
	 	SECTION
    612.	Certain
    Duties and Responsibilities of the Trustee	44
	 	 
	ARTICLE
    SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	45
	 	 	 	 
	 	SECTION
    701.	Disclosure
    of Names and Addresses of Holders	45
	 	 	 	 
	 	SECTION
    702.	Reports
    by Trustee	45
	 	 	 	 
	 	SECTION
    703.	Reports
    by Company	45
	 	 	 	 
	 	SECTION
    704.	Company
    to Furnish Trustee Names and Addresses of Holders	45


  


	ARTICLE
    EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	46
	 	 	 	 
	 	SECTION
    801.	Consolidations
    and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	46
	 	 	 	 
	 	SECTION
    802.	Rights
    and Duties of Successor Corporation	46
	 	 	 	 
	 	SECTION
    803.	Officers’
    Certificate and Opinion of Counsel	46
	 	 
	ARTICLE
    NINE - SUPPLEMENTAL INDENTURES	46
	 	 	 	 
	 	SECTION
    901.	Supplemental
    Indentures Without Consent of Holders	46
	 	 	 	 
	 	SECTION
    902.	Supplemental
    Indentures with Consent of Holders	47
	 	 	 	 
	 	SECTION
    903.	Execution
    of Supplemental Indentures	48
	 	 	 	 
	 	SECTION
    904.	Effect
    of Supplemental Indentures	48
	 	 	 	 
	 	SECTION
    905.	Conformity
    with Trust Indenture Act	48
	 	 	 	 
	 	SECTION
    906.	Reference
    in Securities to Supplemental Indentures	48



 






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	ARTICLE
    TEN - COVENANTS	49
	 	 	 	 
	 	SECTION
    1001.	Payment
    of Principal, Premium or Make-Whole Amount, if any; and Interest	49
	 	 	 	 
	 	SECTION
    1002.	Maintenance
    of Office or Agency	49
	 	 	 	 
	 	SECTION
    1003.	Money
    for Securities Payments to Be Held in Trust	50
	 	 	 	 
	 	SECTION
    1004.	Existence	51
	 	 	 	 
	 	SECTION
    1005.	Maintenance
    of Properties	51
	 	 	 	 
	 	SECTION
    1006.	Insurance	51
	 	 	 	 
	 	SECTION
    1007.	Payment
    of Taxes and Other Claims	51
	 	 	 	 
	 	SECTION
    1008.	Statement
    as to Compliance	51
	 	 	 	 
	 	SECTION
    1009.	Waiver
    of Certain Covenants	51
	 	 
	ARTICLE
    ELEVEN - REDEMPTION OF SECURITIES	52
	 	 	 	 
	 	SECTION
    1101.	Applicability
    of Article	52
	 	 	 	 
	 	SECTION
    1102.	Election
    to Redeem; Notice to Trustee	52
	 	 	 	 
	 	SECTION
    1103.	Selection
    by Trustee of Securities to Be Redeemed	52
	 	 	 	 
	 	SECTION
    1104.	Notice
    of Redemption	52
	 	 	 	 
	 	SECTION
    1105.	Deposit
    of Redemption Price	53
	 	 	 	 
	 	SECTION
    1106.	Securities
    Payable on Redemption Date	53
	 	 	 	 
	 	SECTION
    1107.	Securities
    Redeemed in Part	54





		



 





	ARTICLE
    TWELVE - SINKING FUNDS	54
	 	 	 	 
	 	SECTION
    1201.	Applicability
    of Article	54
	 	 	 	 
	 	SECTION
    1202.	Satisfaction
    of Sinking Fund Payments with Securities	54
	 	 	 	 
	 	SECTION
    1203.	Redemption
    of Securities for Sinking Fund	55
	 	 
	ARTICLE
    THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS	55
	 	 	 	 
	 	SECTION
    1301.	Applicability
    of Article	55
	 	 	 	 
	 	SECTION
    1302.	Repayment
    of Securities	55
	 	 	 	 
	 	SECTION
    1303.	Exercise
    of Option	55
	 	 	 	 
	 	SECTION
    1304.	When
    Securities Presented for Repayment Become Due and Payable	56
	 	 	 	 
	 	SECTION
    1305.	Securities
    Repaid in Part	56



 






    	5



    	 



    




 


	ARTICLE
    FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE	56
	 	 	 	 
	 	SECTION
    1401.	Applicability
    of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	56
	 	 	 	 
	 	SECTION
    1402.	Defeasance
    and Discharge	57
	 	 	 	 
	 	SECTION
    1403.	Covenant
    Defeasance	57
	 	 	 	 
	 	SECTION
    1404.	Conditions
    to Defeasance or Covenant Defeasance	57
	 	 	 	 
	 	SECTION
    1405.	Deposited
    Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	58
	 	 
	ARTICLE
    FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES	59
	 	 	 	 
	 	SECTION
    1501.	Purposes
    for Which Meetings May Be Called	59
	 	 	 	 
	 	SECTION
    1502.	Call,
    Notice and Place of Meetings	59
	 	 	 	 
	 	SECTION
    1503.	Persons
    Entitled to Vote at Meetings	59
	 	 	 	 
	 	SECTION
    1504.	Quorum;
    Action	60
	 	 	 	 
	 	SECTION
    1505.	Determination
    of Voting Rights; Conduct and Adjournment of Meetings	60
	 	 	 	 
	 	SECTION
    1506.	Counting
    Votes and Recording Action of Meetings	61
	 	 
	ARTICLE
    SIXTEEN - CONVERSION OF SECURITIES	61
	 	 	 	 
	 	SECTION
    1601.	Applicability
    of Article; Conversion Privilege and Conversion Price	61
	 	 	 	 
	 	SECTION
    1602.	Exercise
    of Conversion Privilege	62
	 	 	 	 
	 	SECTION
    1603.	Fractions
    of Shares	63


 


	 	SECTION
    1604.	Adjustment
    of Conversion Price	63
	 	 	 	 
	 	SECTION
    1605.	Notice
    of Adjustments of Conversion Price	65
	 	 	 	 
	 	SECTION
    1606.	Notice
    of Certain Corporate Action	65
	 	 	 	 
	 	SECTION
    1607.	Company
    to Reserve Common Stock	66
	 	 	 	 
	 	SECTION
    1608.	Taxes
    on Conversion	66
	 	 	 	 
	 	SECTION
    1609.	Covenants
    as to Common Stock	66
	 	 	 	 
	 	SECTION
    1610.	Cancellation
    of Converted Securities	66
	 	 	 	 
	 	SECTION
    1611.	Provisions
    in Case of Consolidation, Merger or Sale of Assets; Special Distributions	66
	 	 	 	 
	 	SECTION
    1612.	Trustee
    Adjustment Disclaimer; Company Determination Final	67
	 	 	 	 
	 	SECTION
    1613.	When
    No Adjustment Required	67
	 	 	 	 
	 	SECTION
    1614.	Equivalent
    Adjustments	67


 




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VASCULAR
BIOGENICS LTD.


 


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


 


	Trust
    Indenture Act Section	 	Indenture
    Section
	§
    310(a)(1)	 	607
	 	 	 
	(a)(2)	 	607
	 	 	 
	(b)	 	607,
    608
	 	 	 
	§
    312(c)	 	701
	 	 	 
	§
    313(a)	 	702
	 	 	 
	(c)	 	702
	 	 	 
	§
    314(a)	 	703
	 	 	 
	(a)(4)	 	1008
	 	 	 
	(c)(1)	 	102
	 	 	 
	(c)(2)	 	102
	 	 	 
	(e)	 	102
	 	 	 
	§
    315(b)	 	601
	 	 	 
	§
    316(a) (last sentence)	 	101(“Outstanding”)
	 	 	 
	(a)(1)(A)	 	502,
    512


 


	(a)(1)(B)	 	513
	 	 	 
	(b)	 	508
	 	 	 
	§
    317(a)(1)	 	503
	 	 	 
	(a)(2)	 	504
	 	 	 
	§
    318(a)	 	111
	 	 	 
	(c)	 	111


 


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 Trust Indenture Act, which provides that the provisions of Sections 310 to and
including 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained
therein.


 


INDENTURE,
dated as of                      ,
20     , VASCULAR BIOGENICS LTD., a company organized under the laws of the State of Israel (hereinafter called
the “Company”), having its principal office at 8 HaSatat St., Modi’in, Israel 7178106, and American Stock Transfer
& Trust Company,LLC, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office
at 6201 15th Avenue, Brookyn, New York 11219.                    .


 




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RECITALS
OF THE COMPANY


 


The
Company deems it necessary to issue from time to time for its lawful purposes senior debt securities (hereinafter called the “Securities”)
evidencing its unsecured and senior indebtedness, and has duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of the Securities, to be issued in one or more Series as provided in this Indenture.


 


This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or
“TIA”), that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by
such provisions.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 




    	8



    	 



    

 


ARTICLE
ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


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


 


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


 


(2)
all other terms used herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned
to them therein, and the terms “cash transactions” and “self-liquidating paper,” as used in TIA Section
311, shall have the meanings assigned to them in the rules of the Commission adopted under the TIA;


 


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


 


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


 


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


 


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


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 611 hereof to act on behalf of the Trustee to
authenticate Securities of one or more Series.


 


“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 any Security established pursuant to Section 201 which is payable to the bearer.


 


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


 


“Board
Resolution” means a copy of (1) 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 duly authorized committee of the Board of Directors and to be in full force
and effect on the date of such certification, or (2) a certificate signed by the director or directors and/or officer or officers
to whom the Board of Directors shall have duly delegated its authority, together with a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification authorizing such delegation, 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 issued pursuant to Section 301, any day,
other than a Saturday or Sunday, that is neither a legal holiday nor 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.


 


“Capital
Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests, 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.


 




    	9



    	 



    

 


“Clearstream”
means Clearstream Banking Luxembourg, société anonyme, or its successor.


 


“Closing
Price” means the closing price of a share of Common Stock of the Company as reported on the NASDAQ Global Market.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.


 


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


 


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


 


“Common
Stock” means, with respect to any Person, all shares of capital stock issued by such Person other than Preferred Stock.


 


“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 Chief Executive Officer, the President, or a Vice President, and by its Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


 


“Constituent
Person” has the meaning specified in Section 1611.


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such
currency and for the settlement of transactions by a central bank or other public institutions of or within the international
banking community, (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.


 


“Conversion
Price” has the meaning specified in Section 1601.


 


“Corporate
Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at 6201 15th Avenue, Brooklyn, New York 11219.


 


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


 


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


 


“Covenant
Defeasance” has the meaning specified in Section 1403.


 


“Custodian”
has the meaning specified in Section 501.


 


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


 


“Defeasance”
has the meaning specified in Section 1402.


 


“Distribution
Record Date” has the meaning specified in Section 1611.


 


“Dividend
Record Date” has the meaning specified in Section 1604.


 




    	10



    	 



    

 


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


 


“DTC”
means The Depository Trust Company and any successor to DTC in its capacity as depository for any Securities.


 


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


 


“Euroclear”
means the 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 Article Five.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event the Exchange Act is amended after such date, “Exchange Act” means
to the extent required by any such amendment, the Exchange Act as so amended.


 


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


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“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.


 


“GAAP”
means, except as otherwise provided herein, generally accepted accounting principles, as in effect from time to time, as used
in the United States applied on a consistent basis.


 


“Global
Security” means a Security evidencing all or a part of a series of Securities issued to and registered in the name of
the depository for such series, or its nominee, in accordance with Section 305, and bearing the legend prescribed in Section 203.


 


“Government
Obligations” means (i) securities which are (A) 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 (B) 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 (iii)
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.


 


“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.


 




    	11



    	 



    

 


“Indenture”
means this instrument as originally executed or as it may be supplemented or amended from time to time 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 be supplemented or amended
from time to time 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 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, shall mean
interest payable after Maturity.


 


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


 


“Make-Whole
Amount,” when used with respect to any Security, means the amount, if any, in addition to principal (and accrued interest
thereon, if any) 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.


 


“mandatory
sinking fund payment” has the meaning specified in Section 1201.


 


“Market
Value of the Distribution” has the meaning specified in Section 1604.


 


“Maturity,”
when used with respect to any Security, means the date on which the principal (or, if the context so requires, in the case of
an Original Issue Discount Security, or lesser amount or, in the case of an Indexed Security, an amount determined in accordance
with the specified terms of that Security) 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 or otherwise.


 


“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the President, or a Vice President (whether
or not designated by a number or word or words added before or after the title “Vice President”), and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


 


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


 


“optional
sinking fund payment” has the meaning specified in Section 1201.


 


“Original
Issue Discount Security” means any Security which provides for an amount (excluding any amounts attributable to accrued
but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502.


 




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


 


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


 


(ii)
Securities, or portions thereof, for whose payment or redemption (including 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, however, that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(iii)
Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected Defeasance
and/or Covenant Defeasance as provided in Article Fourteen; and


 


(iv)
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;


 


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, (i) 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, (ii) 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
(i) above) of such Security, (iii) 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 Security pursuant to Section 301, and (iv) 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 actually knows to be so owned shall be so disregarded. Securities owned as provided
in clause (iv) above 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. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any)
or interest on any Securities or coupons on behalf of the Company.


 


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


 


“Place
of Payment,” when used with respect to the Securities of or within any series, means the place or places where the principal
of (and premium or Make-Whole Amount, if any) and interest on such Securities are payable as specified as contemplated by Sections
301 and 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.


 




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“Preferred
Stock” means, with respect to any Person, all capital stock issued by such Person that is entitled to a preference or
priority over any other capital stock issued by such Person with respect to any distribution of such Person’s assets, whether
by dividend or upon any voluntary or involuntary liquidation, dissolution or winding up.


 


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


 


“Redemption
Price,” when used with respect to any Security to be redeemed, means the price specified in the related Officers’
Certificate or supplemental indenture contemplated by and pursuant to Section 301, at which it is to be redeemed pursuant to this
Indenture.


 


“Reference
Date” has the meaning specified in Section 1604.


 


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


 


“Regular
Record Date” for the 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 at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture.


 


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


 


“Responsible
Officer,” when used with respect to the Trustee, means any Vice President (whether or not designated by a number or
a word or words added before or after the title “Vice President”), Assistant Vice President, Trust Officer or Assistant
Trust Officer working in its Corporate Trust Department, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and working in its Corporate Trust Department, and also means,
with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s
knowledge and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture.


 


“Rights”
has the meaning specified in Section 1604.


 


“Rights
Record Date” has the meaning specified in Section 1604.


 


“Security”
and “Securities” 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 any series as to which
such Person is not Trustee.


 


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


 


A
“Series” of Securities means all securities denoted as part of the same series authorized by or pursuant to
a particular Board Resolution.


 


“Short
Term Rights” has the meaning specified in Section 1604.


 


“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 Company pursuant to Section 307.


 




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“Stated
Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means
the date specified in such Security or 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.


 


“Trading
Day” means any day on which the NASDAQ Global Market is open for business.


 


“Trigger
Events” has the meaning specified in Section 1604.


 


“Trust
Indenture Act” or “TIA” means the 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 any series shall mean only the Trustee with respect to
Securities of that series.


 


“Unadjusted
Distribution” has the meaning specified in Section 1604.


 


“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 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 redetermination 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 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.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 1008) shall include:


 


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


 


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


 


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


 


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


 




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


 


Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon 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, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are erroneous.


 


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


 


SECTION
104. Acts
of Holders.


 


(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, either 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. As to any matter relating to beneficial ownership
interests in any Global Security, the appropriate depository’s records shall be dispositive for purposes of this Indenture.


 




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(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.


 


(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 upon the
conversion 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 action is made upon such Security.


 


SECTION
105. Notices,
etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at 48 Wall Street, 22nd Floor, New York, New York 10005 or at any other address previously
furnished in writing to the Company by the Trustee, Attention: Legal Department; or


 


(2)
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at 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, Attention: [                    ].


 


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) 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, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice.
In any case where notice to Holders 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.


 




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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 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 on
a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any,
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.


 


SECTION
107. Counterparts;
Effect of Headings and Table of Contents. This Indenture may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. 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. Severability
Clause. In case any provision in this Indenture or in any Security or coupon shall be held 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, if any, 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. 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. This Indenture is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 




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SECTION
112. 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 or the last date on which a Holder has the right to convert or exchange a 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 or principal (and premium or Make-Whole Amount, if any) or conversion or exchange of such Security
need not be made at such Place of Payment on such date, but (except as otherwise provided in the supplemental indenture with respect
to such Security) may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or
Maturity, or on such last day for conversion or exchange, 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.


 


SECTION
113. Limited
Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company. Notwithstanding any other provision of
this Indenture or of the Securities of any series to the contrary, no recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for the payment of any sums due on account of any indebtedness evidenced thereby,
including without limitation principal, premium or interest, if any, or for any claim based on this Indenture or any Security
or otherwise in respect of this Indenture or any Security, shall be had, whether by levy or execution or otherwise, against (i)
the Company, the Company’s assets or against any past, present or future stockholder, employee, officer, director or agent,
as such, of the Company or any successor, either directly or through the Company or any successor, under any rule of law, statute,
constitutional provision or by the enforcement of any assessment or penalty, or by any legal or equitable proceeding or otherwise,
nor shall any such parties be personally liable for any such amounts, obligations or claims, or liable for any deficiency judgment
based thereon or with respect thereto, it being expressly understood that the sole remedies hereunder or under any other document
with respect to the Securities against such parties with respect to such amounts, obligations or claims shall be against the Company
and that all such liability of and recourse against such parties is expressly waived and released by the acceptance of the Securities
by the Holders and as part of the consideration for the issue of the Securities.


 


SECTION
114. Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required
or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may
be.


 


ARTICLE
TWO - SECURITIES FORMS


 


SECTION
201. Forms
of Securities. The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related
coupons shall be substantially in the form of Exhibit A hereto or in such other form as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section
301, 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 over-the-counter market or securities exchange, on which the Securities may be quoted or listed, or
to conform to usage.


 


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 mechanically reproduced on safety paper or may be produced in any other manner,
all as determined by the officers executing such Securities or coupons, as evidenced by their execution of such Securities or
coupons.


 




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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
	 	 	 	 	 
	Dated:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	Authorized
    Signatory


 


SECTION
203. Securities
Issuable in Global Form. If Securities of or within a series are issuable in the form of one or more Global Securities, then,
notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide
that it or they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon and may also provide 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 any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof,
of Outstanding Securities represented thereby shall be made (or caused to be made) by the Trustee in such manner or 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 304.
Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global 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 304 has been, or simultaneously is, delivered, any instructions by
the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.


 


The
provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the Global Security 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
the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium
or Make-Whole Amount, if any, and interest on any Global Security in permanent global form shall be made to the registered Holder
thereof.


 


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 (i) in the case of a permanent Global Security in registered form, the Holder of such permanent Global Security
in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Clearstream.


 


Any
Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


“This
Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name
of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a person
other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee.”


 




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ARTICLE
THREE - THE SECURITIES


 


SECTION
301. Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The
Securities may be issued in one or more series, each of which shall be authorized pursuant to Board Resolutions of the Company.
There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:


 


(1)
The title of the Securities of the series, including “CUSIP” numbers (which shall distinguish the Securities of such
series from all other series of Securities);


 


(2)
Any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or upon conversion of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and the minimum authorized
denominations with respect to the Securities of such series;


 


(3)
The price (expressed as a percentage of the principal amount thereof) at which such Securities will be issued and, if other than
the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity
thereof or (if applicable) the portion of the principal amount of such Securities that is convertible into Common Stock or Preferred
Stock or the method by which any such portion shall be determined;


 


(4)
If convertible, the terms on which such Securities are convertible, including the initial conversion price or rate and the conversion
period and any applicable limitations on the ownership or transferability of Common Stock or Preferred Stock receivable on conversion;


 


(5)
The date or dates, or the method for determining such date or dates, on which the principal of such Securities will be payable;


 


(6)
The rate or rates (which may be fixed or variable), or the method by which such rate or rates shall be determined, at which such
Securities will bear interest, if any;


 


(7)
The date or dates, or the method for determining such date or dates, from which any such interest will accrue, the Interest Payment
Dates on which any such interest will be payable, the Regular Record Dates for such Interest Payment Dates, or the method by which
such dates shall be determined, the Persons to whom such interest shall be payable, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


 


(8)
The Make-Whole Amount, if any, or method for determining the Make-Whole Amount, if any, payable with respect to such Securities,
and the terms upon which such amount, if any, will be payable;


 


(9)
The place or places where the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities
will be payable, where such Securities may be surrendered for registration of transfer or conversion or exchange and where notices
or demands to or upon the Company in respect of such Securities and this Indenture may be served;


 


(10)
The period or periods, if any, within which, the price or prices at which and the other terms and conditions upon which such Securities
may, pursuant to any optional or mandatory redemption provisions, be redeemed, as a whole or in part, at the option of the Company;


 


(11)
The obligation, if any, of the Company to redeem, repay or purchase such Securities pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities will be redeemed, repaid or purchased, as a whole or in part, pursuant to such
obligation;


 


(12)
If other than Dollars, the currency or currencies in which such Securities are denominated and payable, which may be a foreign
currency or units of two or more foreign currencies or a composite currency or currencies, the manner of determining the equivalent
thereof in Dollars for purposes of the definition of “Outstanding” in Section 101, and the terms and conditions relating
thereto;


 


(13)
Whether the amount of payments of principal of (and premium or Make-Whole Amount, if any, including any amount due upon redemption,
if any) or interest on such Securities may be determined with reference to an index, formula or other method (which index, formula
or method may, but need not be, based on the yield on or trading price of other securities, including United States Treasury securities
or on a currency, currencies, currency unit or units, or composite currency or currencies) and the manner in which such amounts
shall be determined;


 




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(14)
Whether the principal of (and premium or Make-Whole Amount, if any) or interest on the Securities of 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 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;


 


(15)
Provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may
be specified;


 


(16)
Any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities
of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth
herein;


 


(17)
Whether and under what circumstances the Company will pay any additional amounts on such Securities in respect of any tax, assessment
or governmental charge and, if so, whether the Company will have the option to redeem such Securities in lieu of making such payment;


 


(18)
Whether Securities of 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
the series may be exchanged for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations),
whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of 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, or shall be required to, 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, or shall be required to,
occur, if other than in the manner provided in the Indenture, and, if Registered Securities of the series are to be issuable as
a Global Security, the identity of the depository for such series;


 


(19)
The date as of which any Bearer Securities of the series and any temporary Global Security representing outstanding Securities
of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;


 


(20)
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 herein; provided, however, in each case, that the manner of determining such Person or making
such payment shall be acceptable to the Trustee (as not imposing on it any undue administrative burden or risk of liability);


 


(21)
The applicability, if any, of the Defeasance and Covenant Defeasance provisions of Article Fourteen hereof to the Securities of
the series;


 


(22)
The obligation, if any, of the Company to permit the conversion of the Securities of such series into Common Stock or Preferred
Stock, as the case may be, 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 and any requirements
relative to the reservation of such shares for purposes of conversion);


 


(23)
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;


 




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(24)
Designation of the Trustee, if different from the Trustee under the Indenture, with respect to such series and the terms applicable
to such Trustee (which shall be accepted by such Trustee by its execution and delivery of a supplemental indenture as provided
therein); and


 


(25)
Any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All
Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution (subject to Section 303) and set forth in such Officers’ Certificate or in any such 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 Officers’ Certificate setting forth the terms of the Securities
of such series.


 


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 Securities of such series, other than Global Securities (which may be of any denomination), shall be issuable
in denominations of $1,000 and any integral multiple thereof or the equivalent amounts thereof in the case of Securities denominated
in the Foreign Currency or currency unit.


 


SECTION
303. Execution,
Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the
Company by its Chief Executive Officer, its President, or one of its Vice Presidents, under its corporate seal reproduced thereon,
and attested by its Secretary or one of its Assistant Secretaries. 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
and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or did not hold such offices at the date of such Securities 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 (accompanied by a copy of the Board Resolution and the Officers’
Certificate or supplemental indenture contemplated by Section 301), 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 B-1 to this Indenture or such other certificate
as may be specified by the Company 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.
If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 304, the notation
of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary
Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest
in such permanent Global Security. 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.


 




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If
all the Securities of any series are not to be issued at one time and if the 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,


 


(i)
an Opinion of Counsel stating that


 


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


 


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


 


(c)
such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions 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 legally binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles; and


 


(ii)
an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of
the Securities have been complied with and that, to the best of the knowledge of the signers of such certificate, that no Event
of Default with respect to any of the Securities shall have occurred and be continuing.


 


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities (or to enter into
the related supplemental indenture, if applicable) 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.


 


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 an Officers’ Certificate otherwise required pursuant to Section 301 or a Company
Order, or 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 certificates, 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.


 


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 shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security or Security to which such coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee (subject to Section 611) by manual signature of an authorized signatory, 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 (including
a Global 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 and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 




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SECTION
304. Temporary
Securities.


 


(a)
Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers 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 Global Securities (which shall be exchanged as otherwise provided herein or as otherwise provided in
or pursuant to a Board Resolution or supplemental indenture pursuant to Section 301), 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 (in accordance with a Company
Order delivered at or prior to the authentication of the first definitive security to such series) and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of the same series 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 in or pursuant to a Board Resolution or supplemental indenture pursuant to Section 301, the following
provisions of this Section 304(b) shall govern the exchange of temporary Securities other than through the facilities of the 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 upon and pursuant to written direction of the
Company (the “Common Depository”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts
of the beneficial owners of such Securities (or to such other accounts as they may direct).


 


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 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 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 (as directed by or pursuant to information provided by the Common Depository); provided, however, that,
unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depository, such temporary
Global Security shall be 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 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 held for its account then
to be exchanged, each in the form set forth in Exhibit B-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.


 




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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 B-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 and 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 to an address located outside the United States.


 


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
and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates
in the form set forth in Exhibit B-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 B-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 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 and
Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.


 


With
respect to Exhibit B-1 or B-2 to this Indenture, the Company may, in its discretion and if required or desirable
under applicable law, substitute one or more other forms of such exhibits for such exhibits, eliminate the requirement that any
or all certificate be provided, or change the time that any certificate may be required, provided that such substitute
form or forms or notice of elimination or change of such certification requirement have theretofore been delivered to the Trustee
with a Company Request and such form or forms, elimination or change is reasonably acceptable to the Trustee.


 


SECTION
305. Registration,
Registration of Transfer, Conversion 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 may prescribe,
the Company shall provide for the registration of Registered Securities and of transfers of Registered 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, and be provided a copy of, the Security Register
at all reasonable times.


 


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, bearing a number not contemporaneously outstanding,
and containing identical terms and provisions.


 




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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.


 


If
(but only if) permitted by the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’
Certificate, or in any indenture supplemental hereto, delivered 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 (or to the Trustee for the Security in
case of matured coupons in default) 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 (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related
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 (w) 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, (x) the Company delivers to the Trustee for Securities of such
series in registered form a Company Order stating that the Securities of such series shall be exchangeable, (y) 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 (z) 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, 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 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 (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and 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.


 


All
Securities issued upon any registration of transfer or conversion 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 conversion or exchange.


 


Every
Registered Security presented or surrendered for registration of transfer or for conversion, 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 Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


No
service charge shall be made to the Holder for any registration of transfer or conversion 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 conversion or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305
not involving any transfer.


 


The
Company or the Trustee, as applicable, shall not be required (i) 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 (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) 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 (ii) 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 (iii) to exchange any Bearer Security so selected
for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided
that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer
of or exchange 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.


 


Furthermore,
notwithstanding any other provision of this Section 305, the Company will not be required to exchange any Securities if, as a
result of the exchange, the Company would suffer adverse consequences under any United States law or regulation.


 




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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, in proper cases, 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.


 


If
there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft
of any Security or coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or coupon has been acquired
by a bona fide purchaser, the Company shall execute and upon its 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 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, pay such Security or coupon if the applicant for such payment shall furnish to the Company and the
Trustee for such Security such security or indemnity as may be required by them to save each of them harmless, and in the case
of destruction, loss or theft, evidence satisfactory to the Company and Trustee and any agent of any of them of the destruction,
loss or theft of such Security and the ownership thereof; provided, however, that payment of principal of (and premium
or Make-Whole Amount, if any), and interest, if any, on, 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 destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its 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 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 payment at the office or agency of the Company
maintained for such purpose pursuant to Section 1002; provided, however, that each installment of interest on any
Registered Security may at the Company’s option be paid by (i) 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 (ii) 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 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 Cede & Co. or the Common Depository, as the case may be, for the
purpose of permitting such party to credit the interest 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 (herein called “Defaulted Interest”) 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 such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (1) or (2) below:


 


(1)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names 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 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. The Trustee may, in its discretion, in the name
and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place
of Payment, but such publications shall not be a condition precedent to the establishment of 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 (2). 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.


 




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(2)
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 over-the-counter market or securities exchange on which such Securities may be quoted
or listed, and upon such notice as may be required by such market or exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 


Subject
to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of
transfer of or upon conversion 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 Sections 305 and 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. All such payments so made to any such Person, or upon such Person’s order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security.


 


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.


 


No
holder of any beneficial interest in any Global Security held on its behalf by a depository shall have any rights under this Indenture
with respect to such Global Security and such depository (which is the Holder of such security) shall be treated by the Company,
the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. 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 Global Security 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 conversion 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, upon direction by the Company, shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. 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 cancelled as
provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the Trustee
shall be disposed of by the Trustee in accordance with its customary practices (subject to the record retention requirements of
the Exchange Act).


 




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


 


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


 


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 conversion or
exchange of Securities of such series herein expressly provided for), and the Trustee, upon receipt of a Company Order, and at
the expense of the Company, shall execute instruments in form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when


 


(1)
either


 


(A)
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


 


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


 


(i)
have become due and payable, or


 


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


 


(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 to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 




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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 (B) of clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.


 


SECTION
402. Application
of Trust Funds. 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 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. “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):


 


(1)
default in the payment of any interest on any Security of that series or of any coupon appertaining thereto, when such interest
or coupon becomes due and payable, and continuance of such default for a period of 30 days; or


 


(2)
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


 


(3)
default in the deposit of any sinking fund payment, to the extent applicable to such series of Securities, when and as due by
the terms of any Security of that series; or


 


(4)
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 or which has expressly been included in this Indenture solely for the benefit of a series of Securities
other than that series), 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


 


(5)
default under any 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, having an aggregate principal amount outstanding of
at least $30,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in
such indebtedness becoming or 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 10% 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; provided, however,
that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless
either (A) a Responsible Officer of the Trustee shall have knowledge of such default or (B) the Trustee shall have received written
notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such
mortgage, indenture or other instrument; or


 




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(6)
the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(A)
commences a voluntary case,


 


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


 


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


 


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


 


(7)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)
is for relief against the Company in an involuntary case,


 


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


 


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


 


(8)
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 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 amount (or, if Securities of that Series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities
of that series 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 of acceleration and its consequences if:


 


(1)
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 are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such series):


 


(A)
all overdue installments of interest on all Outstanding Securities of that series and any related coupons,


 


(B)
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,


 


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


 


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


 


(2)
all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium or
Make-Whole Amount, if any) or interest 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.


 




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SECTION
503. Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


(1)
default is made in the payment of any installment of interest on any Security of any series and any related coupon when such interest
becomes due and payable and such default continues for a period of 30 days, or


 


(2)
default is made in the payment of the principal of (or premium 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, 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 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.


 


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 necessary to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy.


 


SECTION
504. Trustee
May File Proofs of Claim. In case of 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:


 


(i)
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 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


 


(ii)
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 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.


 


In
any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities, and it shall
not be necessary to make any Holders of the Securities parties to any such proceedings.


 




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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 interest, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee 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, 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) and interest, respectively; and


 


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


 


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


 


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


 


(2)
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 


SECTION
508. Unconditional
Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest. 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 Sections 305 and 307) interest on 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 institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


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 had
been instituted.


 




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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 an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons,
as the case may be.


 


SECTION
512. Control
by Holders of Securities. The Holders of not less than a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that:


 


(1)
such direction shall not be in conflict with any rule of law or with this Indenture,


 


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


 


(3)
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.


 


Nothing
in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction by Holders.


 


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 waive any past default hereunder with
respect to such series and its consequences, except a default


 


(1)
in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on any Security of such series or any
related coupons, or


 


(2)
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; or


 


(3)
in respect of a covenant or provision hereof for the benefit or protection of the Trustee, without its express written consent.


 


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


 




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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 and expenses, 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 of any series, 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 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).


 


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 any Security of such
series, or in the payment of any sinking or purchase fund installment with respect to the Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee
of directors and/or 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(4) 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):


 


(1)
the Trustee may conclusively rely and shall be fully 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 (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties;


 


(2)
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;


 


(3)
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers’ Certificate;


 


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


 


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


 




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(6)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document,
unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of any series; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall be
paid by the Holders or, if paid by the Trustee, shall be repaid by the Holders upon demand. 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, relevant
to the facts or matters that are the subject of its inquiry, personally or by agent or attorney at the expense of the Company
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


(8)
the 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;


 


(9)
any permissive right or power available to the Trustee under this Indenture or any supplement hereto shall not be construed to
be a mandatory duty or obligation;


 


(10)
the Trustee shall not be charged with knowledge of any matter (including any default, other than as described in Section 501(1),
(2) or (3)) unless and except to the extent actually known to a Responsible Officer of the Trustee or to the extent written notice
thereof is received by the Trustee at the Corporate Trust Office;


 


(11)
the Trustee shall have no liability for any inaccuracy in the books and records of, or for any actions or omissions of, DTC, Euroclear
or Clearstream or any depository acting on behalf of any of them;


 


(12)
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 by the Trustee to act hereunder; and


 


(13)
the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate
may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.


 


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.


 


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


 


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. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.
The Trustee shall have no responsibility with respect to any information, statement or recital in any offering prospectus or other
disclosure materials prepared or distributed with respect to the Securities.


 




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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 any money received by it hereunder except as otherwise agreed
in writing with the Company.


 


SECTION
606. Compensation
and Reimbursement. The Company agrees:


 


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


 


(2)
except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for
all reasonable expenses, and disbursements incurred by the Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense
or disbursement as shall be determined to have been caused by its own negligence, willful misconduct or bad faith; and


 


(3)
to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability, claim,
damage or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including the reasonable
fees and expenses of its agents and counsel) of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.


 


When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(7) or Section
501(8), 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.


 


As
security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien for payment of
the Trustee’s fees and expenses 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.


 


The
provisions of this Section shall survive the termination of this Indenture and 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 at all times a combined capital and surplus of at least $50,000,000
(or which shall have a combined capital and surplus of at least $10,000,000 and whose ultimate parent holding company shall have
a combined capital and surplus of at least $50,000,000. If the Trustee 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 the Trustee 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. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the
Company shall serve as Trustee.


 




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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 60 days after
the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(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 an instrument of acceptance
by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of
a successor Trustee.


 


(d)
If at any time:


 


(1)
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


 


(2)
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


 


(3)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) 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.


 


(e)
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause 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.


 


(f)
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.


 




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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 so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, 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 its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, 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 duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.


 


(c)
Upon request of any such successor Trustee, the Company shall execute any 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
609, 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 conversion or exchange, registration of transfer or partial redemption or repayment
thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and 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 $50,000,000 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 acceptable
to the Company and shall give notice of such appointment to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 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, subject to Section 606.


 


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


 


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


 


	 	 	 	 ,
	 	 	 	 
	 	 	 	as
    Trustee
	 	 	 	 	 
	Dated:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	as
    Authenticating Agent
	 	 	 	 	 
	Dated:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	as
    Authenticating Agent


 




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SECTION
612. Certain
Duties and Responsibilities of the Trustee.


 


(a)
With respect to the Securities of any series, except during the continuance of an Event of Default with respect to the Securities
of such series:


 


(1)
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture, but shall not be under any duty to verify the contents or accuracy thereof.


 


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


 


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


 


(1)
this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;


 


(2)
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts;


 


(3)
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(4)
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it; and, the Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request
of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.


 


(d)
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section 612.


 


(e)
The Trustee shall not be liable for interest on any money or assets held by it except to the extent the Trustee may agree in writing
with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by
law.


 




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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 shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders
of Securities 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. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture
as may be required by TIA Section 313 at the times and in the manner provided by the TIA, which shall initially be not less than
every twelve months commencing on                 
, 20      . A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each over-the-counter market or securities exchange, if any, upon which any Securities are quoted or listed,
with the Commission and with the Company. The Company will notify the Trustee when any Securities are quoted or listed on any
over-the-counter market or securities exchange or delisted therefrom.


 


SECTION
703. Reports
by Company. 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 quoted or listed and registered on an over-the-counter
market or 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;


 


(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) and (2) of this Section as may be required by rules and regulations prescribed from time to
time by the Commission; and


 


(4)
delivery of such reports, information and documents to the Trustee 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).


 


SECTION
704. Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:


 


(a)
semiannually, 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, semiannually,
upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and


 


(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 list shall be required to be furnished.


 




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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 corporation, provided
that in any such case, (1) either the Company shall be the continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States or a State thereof and such successor corporation shall expressly assume
the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest 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 corporation, (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company as a result thereof as having been incurred by the Company 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 and (3) the Company shall have delivered to the Trustee the Officer’s Certificate and Opinion
of Counsel required pursuant to Section 803 below.


 


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 corporation, such successor corporation 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 corporation, except in the
event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation
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 corporation, 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 corporation 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.


 


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 corporation, 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:


 


(1)
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
contained herein and in the Securities; or


 


(2)
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or


 




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(3)
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


 


(4)
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 premium or Make-Whole Amount, if any, 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


 


(5)
to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or


 


(6)
to secure the Securities; or


 


(7)
to establish the form or terms of Securities of any series and any related coupons as permitted or contemplated by Sections 201
and 301; or


 


(8)
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


 


(9)
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, provided 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


 


(10)
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Defeasance
and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall
not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of
Securities in any material respect; or


 


(11)
to make provisions with respect to Holders’ rights of conversion with respect to any series of Securities pursuant to Article
Sixteen.


 


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:


 




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(1)
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 premium
or Make-Whole Amount payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount
Security 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, any Security or any premium or Make-Whole Amount 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 (if Securities of such series are convertible) adversely affect the right of the Holder to convert any Security as provided
in Article Sixteen; or


 


(2)
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver 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


 


(3)
modify any of the provisions of this Section, Section 513 or Section 1009, 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, provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes
in this Section 902 and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 609(b)
and 901(11).


 


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


 


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


 


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 (subject to Section 612) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which 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 by the Trustee in exchange for Outstanding Securities of
such series.


 




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ARTICLE
TEN - COVENANTS


 


SECTION
1001. Payment
of Principal, Premium or Make-Whole Amount, if any; and Interest. The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the principal of (and premium or Make-Whole Amount,
if any) and interest on 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 Bearer Securities on or before Maturity 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 (upon written notice to the Trustee), 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.


 


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 conversion or exchange
and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company will maintain: (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 registration of transfer, where Securities of
that series may be surrendered for conversion or 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;
provided, however, that if the Securities of that series are listed on any 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
any 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 a Place of Payment for that series located outside
the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for conversion or exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. 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 or conversion 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, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands.


 


Unless
otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount
or interest on 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 or Make-Whole
Amount and interest on any Bearer Security 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 or Make-Whole Amount,
or interest, as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Company
in accordance with this Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions.


 


The
Company may from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities
of one or more series 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. Unless otherwise specified with respect to any Securities pursuant
to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of
Securities, each of (i) the office or agency of the Company in the Borough of Manhattan, The City of New York, and (ii) the Corporate
Trust Office of the Trustee (as Paying Agent); and the Company hereby initially appoints the Trustee at its Corporate Trust Office
as Paying Agent in such city; and the Company hereby initially appoints as its agent to receive all such presentations, surrenders,
notices and demands each of the Trustee, at its Corporate Trust Office.


 




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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 (i)
are denominated in a Foreign Currency or (ii) 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 (of which it shall give written notice to the Trustee).


 


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 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 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 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 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 so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or Make-Whole Amount, if
any, or interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


 


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


 


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


 


(2)
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 on the Securities of that series; and


 


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


 


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, and subject to applicable laws, 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 any Security of any series and remaining unclaimed for two years after such principal (and premium or Make-Whole
Amount, if any) or interest 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 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.


 




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SECTION
1004. Existence.
Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, all material rights (by certificate of incorporation, by-laws and statute) and material franchises;
provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.


 


SECTION
1005. Maintenance
of Properties. The Company will cause all of its material properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order, normal wear and tear, casualty and condemnation excepted, and supplied with
all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof (and the Company may take out of service for a period of time, any of its properties that have been condemned or suffered
any loss due to casualty in order to make such repairs, betterments and improvements), all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that the Company shall not be prevented from (i) removing permanently any property that has been
condemned or suffered a loss due to casualty based on the Company’s reasonable judgment that such removal is in the best
interest of the Company, or (ii) selling or otherwise disposing of its properties for value in the ordinary course of business.


 


SECTION
1006. Insurance.
The Company will cause its insurable properties to be insured against loss or damage in an amount deemed reasonable by the Board
of Directors with insurers of recognized responsibility.


 


SECTION
1007. Payment
of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon it or upon the income, profits or property
of the Company, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company; provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.


 


SECTION
1008. Statement
as to Compliance. The Company 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 as to his or her knowledge of
the Company’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 1008, such compliance shall be determined
without regard to any period of grace or requirement of notice under this Indenture.


 


SECTION
1009. Waiver
of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set
forth in Sections 1004 to 1008, inclusive, 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
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 




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ARTICLE
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 45 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. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.


 


SECTION
1103. Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series 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 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:


 


(1)
the Redemption Date,


 


(2)
the Redemption Price, accrued interest to the Redemption Date payable as provided in Section 1106, if any,


 


(3)
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,


 


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


 


(5)
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,


 


(6)
the Place or Places of Payment 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,


 


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


 




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(8)
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,


 


(9)
if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and
if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant
to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made,


 


(10)
the CUSIP number of such Security, if any, and


 


(11)
if applicable, that a Holder of Securities who desires to convert Securities for redemption must satisfy the requirements for
conversion contained in such Securities, the then existing conversion price or rate, the place or places where such Securities
may be surrendered for conversion, and the date and time when the option to convert shall expire.


 


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


 


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.


 


If
any Securities called for redemption are converted, any money deposited with the Trustee or with any Paying Agent or so segregated
and held in trust for the redemption of such Security shall be paid to the Company upon Company Request or, if then held by the
Company, shall be discharged from such trust.


 


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 the
Company’s Common Stock or Preferred 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.


 




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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.


 


SECTION
1107. Securities
Redeemed in Part. Any Registered 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. If a Global Security is so surrendered, the Company shall execute and the Trustee
shall authenticate and deliver to the depository, without service charge, a new Global Security in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Global 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, (1) 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 (2) 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 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 Sections 1106 and 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 thereof,
together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that on or prior to 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 portions thereof, as the case may be, to be
repaid on such date.


 


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 (1) 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’s attorney
duly authorized in writing) or (2) a telegram, telex, facsimile transmission or a letter from a member of a national securities
exchange, or the FINRA, 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 telegram,
telex, facsimile transmission or letter; provided, however, that such telegram, 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 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.


 




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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.


 


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 payable 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, 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 have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto 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 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 the Company’s obligations under Section 606 hereof (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 shall be released from its obligations under Sections 1004 to 1009, inclusive,
and, if specified pursuant to Section 301, its obligations under any other covenant contained herein or in any indenture supplemental
hereto, 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 Sections 1004 to 1009, inclusive,
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(4) or 501(8) 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.


 


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 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 any case, 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.


 




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(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.


 


(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 Sections 501(6) and 501(7) 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).


 


(d)
In the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such 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 (i) 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 (ii) all necessary registrations under said Act have been effected.


 


(g)
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.


 


(h)
The payment of amounts payable to the Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction
of the Trustee.


 


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, 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, subject to Section 606, 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.


 


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 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 20 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 25% 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 20 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 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 (1) a Holder of one or more Outstanding Securities of such series, or (2) 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 the reconvening of any such adjourned meeting, such adjourned meeting may be further adjourned for a period of
not less than 10 days; at the reconvening of any meeting adjourned or further adjourned for lack of a quorum, the Persons entitled
to vote 25% in aggregate principal amount of the then Outstanding Securities shall constitute a quorum for the taking of any action
set forth in the notice of the original 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 days prior to the date on which the meeting
is scheduled to be reconvened.


 


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 Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities represented at such meeting; 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:


 


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


 


(ii)
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.


 




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(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 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.


 


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.


 


ARTICLE
SIXTEEN - CONVERSION OF SECURITIES


 


SECTION
1601. Applicability of Article; Conversion Privilege and Conversion Price. Securities of any series which are convertible
shall be convertible 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 Sixteen. Subject to and upon compliance with the provisions of this Article Sixteen,
at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof,
or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of
a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of
conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or
portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless
the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date
such default is cured.


 


The
price at which shares of Common Stock shall be delivered upon conversion (herein called the “Conversion Price”) of
Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as
provided in Section 1604.


 




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In
case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph
(4) of Section 1604, the Holder of each Security, upon the conversion thereof pursuant to this Article Sixteen subsequent to the
close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the
effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1604, shall
be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness,
shares of Capital Stock or assets so distributed applicable to one share of Common Stock; provided, however, that,
at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to
all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting
of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with
the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled
to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board
Resolution filed with the Trustee) to distribute to such Holder a due bill for the evidences of indebtedness, shares of Capital
Stock or assets to which such Holder is so entitled, provided that such due bill (i) meets any applicable requirements of the
principal over-the-counter market or national securities exchange or other market on which the Common Stock is then traded, and
(ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof
to holders of Common Stock receiving such distribution.


 


SECTION
1602. Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be
converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency maintained
by the Company pursuant to Section 1002, accompanied by written notice to the Company at such office or agency that the Holder
elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to
be converted and shall comply with any additional requirements set forth in such Security. Securities surrendered for conversion
during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall (except for Securities the Maturity of which is prior to such Interest Payment
Date) 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 Securities being surrendered for conversion and such interest shall be paid on such Interest
Payment Date as provided in Section 307. Except as provided in the preceding sentence, no payment or adjustment shall be made
upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends
on the Common Stock issued upon conversion.


 


The
Company’s delivery to the Holder of the fixed number of shares of the Common Stock of the Company (and any cash in lieu
of any fractional share of Common Stock) into which the Security is convertible shall be deemed to satisfy the Company’s
obligation to pay the principal amount of the Security and all accrued interest and original issue discount that has not previously
been paid. The shares of Common Stock of the Company so delivered shall be treated as issued first in payment of accrued interest
and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated
as paid, rather than canceled, extinguished or forfeited.


 


Securities
shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for
conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders
shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion
date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full
shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section
1603.


 


In
the case of any Security which is converted in part only, as promptly as practicable on or after the conversion date the Company
shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof (or the Depositary in the
case of a Global Security), at the expense of the Company, a new Security or Securities, of authorized denominations in aggregate
principal amount equal to the unconverted portion of the principal amount of such Security.


 




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SECTION
1603. Fractions of Shares. No fractional shares of Common Stock shall be issued upon conversion of Securities. If more
than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock
which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities
(or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable
upon conversion of any Security or Securities (or specified portions thereof), the Company shall pay a cash adjustment (rounded
to the nearest cent) in respect of such fraction in an amount equal to the same fraction of the Closing Price per share of the
Common Stock on the day of conversion (or, if such day is not a Trading Day, on the Trading Day immediately preceding such day).


 


SECTION
1604. Adjustment
of Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:


 


(1)
If the Company pays or makes a dividend or other distribution (a) on its Common Stock exclusively in Common Stock or (b) on any
other class of Capital Stock of the Company, which dividend or distribution includes Common Stock of the Company, the Conversion
Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled
to receive such dividend or other distribution (the “Dividend Record Date”) shall be reduced by multiplying such Conversion
Price by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding at the close
of business on the Dividend Record Date and the denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution. Such reduction shall become effective immediately after the opening of
business on the day following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares
of Common Stock of the Company at any time outstanding shall not include shares held in the treasury of the Company, but shall
include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall
not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.


 


(2)
Subject to paragraph (6) of this Section, if the Company pays or makes a dividend or other distribution on its Common Stock consisting
exclusively of Short Term Rights (as defined below), or otherwise issues Short Term Rights to all holders of its Common Stock,
the Conversion Price in effect at the opening of business on the day following the record date for the determination of holders
of Common Stock entitled to receive such Short Term Rights (the “Rights Record Date”) shall be reduced by multiplying
such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding
at the close of business on the Rights Record Date plus the number of shares of Common Stock of the Company which the aggregate
of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at
such current market price and the denominator shall be the number of shares of Common Stock of the Company outstanding at the
close of business on the Rights Record Date plus the number of shares of Common Stock so offered for subscription or purchase.
Such reduction shall become effective immediately after the opening of business on the day following the Rights Record Date. For
the purposes of this paragraph (2), the number of shares of Common Stock of the Company at any time outstanding shall not include
shares held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu
of fractions of shares of Common Stock of the Company. The Company shall not issue any rights, options or warrants in respect
of shares of its Common Stock held in the treasury of the Company. When used in this Section 1604, the term “Short Term
Rights” shall mean rights, warrants or options entitling the holders thereof (for a period commencing no earlier than the
Rights Record Date and expiring not more than 45 days after the Rights Record Date) to subscribe for or purchase shares of Common
Stock of the Company at a price per share less than the current market price per share (determined as provided in paragraph (7)
of this Section 1604) of the Common Stock of the Company on the Rights Record Date.


 


(3)
In case outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares of Common Stock,
the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective
shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock of the Company shall be combined
into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case
may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision
or combination becomes effective.


 




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(4)
Subject to the last sentence of this paragraph (4) of this Section, if the Company, by dividend or otherwise, (a) distributes
to all holders of its Common Stock evidences of its indebtedness, shares of any class of Capital Stock of the Company or other
assets (other than cash dividends out of current or retained earnings), or (b) distributes to substantially all holders of Common
Stock rights or warrants to subscribe for securities (other than Short Term Rights to which paragraph (2) of this Section 1604
applies), the Conversion Price shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall
be the current market price per share (determined as provided in paragraph (7) of this Section 1604) of the Common Stock of the
Company on the Reference Date (as defined below) less the fair market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution filed with the Trustee), on the Reference Date, of
the portion of the evidences of indebtedness and other assets so distributed or of such subscription rights or warrants applicable
to one share of Common Stock (collectively, the “Market Value of the Distribution”) and the denominator shall be such
current market price per share of the Common Stock of the Company. Such reduction shall become effective immediately prior to
the opening of business on the day (the “Reference Date”) following the later of (a) the date fixed for the payment
of such distribution and (b) the date 20 days after notice relating to such distribution is required to be given pursuant to Section
1606(a). If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by
reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider
the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (7)
of this Section 1604. In the event that, with respect to any distribution to which this paragraph (4) of Section 1604 would otherwise
apply, the Market Value of the Distribution is greater than the current market price per share of the Common Stock (such distribution
being referred to herein as an “Unadjusted Distribution”), then the adjustment provided by this paragraph (4) shall
not be made and in lieu thereof the provisions of Section 1611 shall apply with respect to such Unadjusted Distribution.


 


(5)
The Company may, but shall not be required to, make such reductions in the Conversion Price, in addition to those required by
paragraphs (1), (2), (3), and (4) of this Section 1604, as it considers to be advisable in order that any event treated for federal
income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients. In addition, the Company, from
time to time, may decrease the Conversion Price by any amount and for any reason, temporarily or otherwise, including situations
where the Board of Directors determines such decrease to be fair and appropriate with respect to transactions in which holders
of Common Stock have the right to participate.


 


(6)
Rights or warrants issued or distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe
for or purchase shares of Common Stock or Preferred Stock, which rights or warrants (i) are deemed to be transferred with such
shares of Common Stock, (ii) are not exercisable and (iii) are also issued or distributed in respect of future issuances of Common
Stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events (“Trigger Events”),
shall for purposes of this Section 1604 not be deemed issued or distributed until the occurrence of the earliest Trigger Event.
Each share of Common Stock issued upon conversion of Securities pursuant to this Article Sixteen shall be entitled to receive
the appropriate number of Common Stock purchase rights (the “Rights”), if any, and the certificates representing the
Common Stock issued upon conversion shall bear such legends, if any. Notwithstanding anything to the contrary in this Article
Sixteen, there shall not be any adjustment to the Conversion Price as a result of (i) the distribution of separate certificates
representing the Rights; (ii) the occurrence of certain events entitling holders of Rights to receive, upon exercise thereof,
Common Stock or other securities of the Company or other securities of another corporation; or (iii) the exercise of such Rights.
No adjustment in the Conversion Price need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan
providing for reinvestment of dividends or interest.


 


(7)
For the purpose of any computation under paragraph (2), (4) or (5) of this Section 1604, the “current market price”
per share of Common Stock of the Company on any date shall be deemed to be the average of the daily Closing Prices for the 15
consecutive Trading Days selected by the Company commencing not more than 30 Trading Days before, and ending not later than, the
date in question.


 


(8)
No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least
1% in the Conversion Price; provided, however, that any adjustments which by reason of this paragraph (8) are not
required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this
Article Sixteen shall be made to the nearest cent or to the nearest one-hundredth of a share of Common Stock, as the case may
be.


 


(9)
Anything herein to the contrary notwithstanding, in the event the Company shall declare any dividend or distribution requiring
an adjustment in the Conversion Price hereunder and shall, thereafter and before the payment of such dividend or distribution
to stockholders, legally abandon its plan to pay such dividend or distribution, the Conversion Price then in effect hereunder,
if changed to reflect such dividend or distribution, shall upon the legal abandonment of such plan be changed to the Conversion
Price which would have been in effect at the time of such abandonment (after giving effect to all other adjustments not so legally
abandoned pursuant to the provisions of this Article Sixteen) had such dividend or distribution never been declared.


 




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(10)
Notwithstanding any other provision of this Section 1604, no adjustment to the Conversion Price shall reduce the Conversion Price
below the then par value per share of the Common Stock of the Company, and any such purported adjustment shall instead reduce
the Conversion Price to such par value. Notwithstanding the foregoing sentence, the Company hereby covenants that it will from
time to time take all such action as may be required to assure that the par value per share of the Common Stock is at all times
equal to or less than the Conversion Price.


 


(11)
In the event that this Article Sixteen requires adjustments to the Conversion Price under more than one of paragraphs (1), (2),
(3) or (4) of this Section 1604, and the record or effective dates for the transaction giving rise to such adjustments shall occur
on the same date, then such adjustments shall be made by applying (to the extent they are applicable), first, the provisions of
paragraph (3) of this Section 1604, second, the provisions of paragraph (1) of this Section 1604, third, the provisions of paragraph
(4) of this Section 1604 and, fourth, the provisions of paragraph (2) of this Section 1604. Anything herein to the contrary notwithstanding,
no single event shall require or result in duplicative adjustments in the Conversion Price pursuant to this Section 1604. After
an adjustment to the Conversion Price under this Article Sixteen, any subsequent event requiring an adjustment under this Article
Sixteen shall cause an adjustment to the Conversion Price as so adjusted. If, after an adjustment, a Holder of a Security upon
conversion of such Security receives shares of two or more classes of Capital Stock of the Company, the Conversion Price shall
thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article Sixteen with respect to the Common Stock in this Article Sixteen.


 


SECTION
1605. Notice
of Adjustments of Conversion Price. Whenever the Conversion Price is adjusted as herein provided:


 


(1)
the Company shall compute the adjusted Conversion Price in accordance with Section 1604 or Section 1611 and shall prepare an Officer’s
Certificate setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment
is based, and such certificate shall forthwith be filed (with a copy to the Trustee) at each office or agency maintained for the
purpose of conversion of any Securities pursuant to Section 1002; and


 


(2)
a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be
required, and as soon as practicable after it is required, such notice shall be mailed by the Company to all Holders at their
last addresses as they shall appear in the Security Register.


 


SECTION
1606. Notice
of Certain Corporate Action. In case:


 


(1)
the Company shall take any action that would require a Conversion Price adjustment pursuant to Section 1604 or Section 1611; or


 


(2)
there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding
shares of Common Stock), or any consolidation or merger to which the Company is a party, or the sale, transfer or lease of all
or substantially all of the assets of the Company and for which approval of any stockholders of the Company is required; or


 


(3)
there shall occur the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall cause
to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 1002, and shall
cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 10 days prior
to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of any dividend, distribution or granting of rights, warrants or options, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights,
options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and, if applicable, the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.


 




    	65



    	 



    

 


SECTION
1607. Company to Reserve Common Stock. The Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, a number of
shares of Common Stock for the conversion of all outstanding Securities of any series which is convertible into Common Stock.


 


SECTION
1608. Taxes on Conversion. The Company will pay any and all taxes that may be payable in respect of the issue or delivery
of shares of Common Stock on 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 issue and delivery of shares of Common Stock in a name other
than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and
until the Person requesting such issue 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
1609. Covenants as to Common Stock. The Company covenants that all shares of Common Stock which may be issued upon conversion
of Securities will upon issue be duly and validly issued, fully paid and nonassessable, free of preemptive or any similar rights,
and, except as provided in Section 1608, the Company will pay all taxes, liens and charges with respect to the issue thereof.


 


The
Company will endeavor promptly to comply with all Federal and state securities laws regulating the offer and delivery of shares
of Common Stock upon conversion of Securities, if any, and will list or cause to have quoted such shares of Common Stock on each
national securities exchange or in the over-the-counter market or such other market on which the Common Stock is then listed or
quoted.


 


SECTION
1610. Cancellation
of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at
the direction of the Trustee, which shall dispose of the same as provided in Section 309.


 


SECTION
1611. Provisions
in Case of Consolidation, Merger or Sale of Assets; Special Distributions. If any of the following shall occur, namely: (i)
any reclassification or change of outstanding shares of Common Stock issuable upon conversion of Securities (other than a change
in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination),
(ii) any consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation
and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value
to no par value, or from no par value to par value or as a result of a subdivision or combination) in, outstanding shares of Common
Stock or (iii) any sale or conveyance of all or substantially all of the property or business of the Company as an entirety, then
the Person formed by such consolidation or resulting from such merger or which acquires such properties or assets, as the case
may be, shall as a condition precedent to such transaction execute and deliver to the Trustee a supplemental indenture providing
that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible
as specified in Section 1601, to convert such Security only into the kind and amount of securities, cash and other property receivable,
if any, upon such consolidation, merger, sale, transfer or lease by a holder of the number of shares of Common Stock of the Company
into which such Security might have been converted immediately prior to such consolidation, merger, sale, transfer or lease; provided
that the kind and amount of securities, cash and other property so receivable shall be determined on the basis of the following
assumptions. The holder of Common Stock referred to in the foregoing sentence:


 


(1)
is not (a) a Person with which the Company consolidated, (b) a Person into which the Company merged or which merged into the Company,
or (c) a Person to which such sale, transfer or lease was made (any Person described in the foregoing clauses (a), (b), or (c),
hereinafter referred to as a “Constituent Person”), or (d) an Affiliate of a Constituent Person; and


 


(2)
failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale transfer or lease is not the same for each share of Common Stock of the Company
in respect of which such rights of election shall not have been exercised, then for the purpose of this Section 1611 the kind
and amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer or lease shall be
deemed to be the kind and amount so receivable per share by a plurality of such shares of Common Stock).


 




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Such
supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture,
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Sixteen. If, in the case of
any such consolidation, merger, sale transfer or lease the stock or other securities and property (including cash) receivable
thereupon by a holder of Common Stock includes shares of stock or other securities and property of a corporation other than the
successor or purchasing corporation, as the case may be, in such consolidation, merger, sale, transfer or lease then such supplemental
indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests
of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the
foregoing. The above provisions of this Section 1611 shall similarly apply to successive consolidations, mergers, sales, transfers
or leases.


 


In
the event the Company shall execute a supplemental indenture pursuant to this Section 1611, the Company shall promptly file with
the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities
or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification,
change, consolidation, merger, sale, transfer or lease and any adjustment to be made with respect thereto.


 


If
the Company makes a distribution to all holders of its Common Stock that constitutes an Unadjusted Distribution pursuant to the
last sentence of paragraph (4) of Section 1604, then, from and after the record date for determining the holders of Common Stock
entitled to receive such distribution (the “Distribution Record Date”), a Holder of a Security who converts such Security
in accordance with the provisions of this Indenture shall, upon conversion, be entitled to receive, in addition to the shares
of Common Stock into which the Security is convertible, the kind and amount of evidences of indebtedness, shares of Capital Stock,
or other assets or subscription rights or warrants, as the case may be, comprising the distribution that such Holder would have
received if such Holder had converted the Security immediately prior to the Distribution Record Date.


 


SECTION
1612. Trustee Adjustment Disclaimer; Company Determination Final. The Trustee has no duty to determine when an adjustment
under this Article Sixteen should be made, how it should be made or what it should be. The Trustee has no duty to determine whether
a supplemental indenture under Section 1611 need be entered into or whether any provisions of any supplemental indenture are correct.
The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the Company’s failure to comply with this Article
Sixteen. Any determination that the Company or the Board of Directors must make pursuant to this Article Sixteen is conclusive,
absent manifest error.


 


SECTION
1613. When No Adjustment Required. Except as expressly set forth in Section 1604, no adjustment in the Conversion Price
shall be made because the Company issues, in exchange for cash, property or services, shares of its Common Stock, or any securities
convertible into or exchangeable for shares of its Common Stock, or securities (including warrants, rights and options) carrying
the right to subscribe for or purchase shares of its Common Stock or such convertible or exchangeable securities.


 


(1)
Notwithstanding anything herein to the contrary, no adjustment in the Conversion Price shall be made pursuant to Section 1604
in respect of any dividend or distribution if the Holders may participate therein (on a basis to be determined in good faith by
the Board of Directors) and receive the same consideration they would have received if they had converted the Securities immediately
prior to the record date with respect to such dividend or distribution.


 


SECTION
1614. Equivalent Adjustments. In the event that, as a result of an adjustment made pursuant to Section 1604 above, the
holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the
Company other than shares of its Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion
of any Securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to Common Stock contained in this Article Sixteen.


 




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SIGNATURES


 


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


 


	 	VASCULAR
    BIOGENICS LTD.
	 	 	                         
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC,
	 	 
	 	as
    Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT
A


 


FORM
OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY


 


[Face
of Security]


 


[If
the Holder of this Security (as indicated below) is The Depository Trust Company (“DTC”) or a nominee of DTC, this
Security is a Global Security and the following two legends apply:


 


Unless
this Security is presented by an authorized representative of The Depository Trust Company, a New York corporation, (“DTC”)
to the Company or its agent for registration of transfer, conversion, exchange or payment, and such Security issued is registered
in the name of Cede & Co., or in such other name as requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has
an interest herein. 


 


Unless
and until this Security is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred
except as a whole by DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee
to a successor of DTC or a nominee of such successor.]


 


[If
this Security is an Original Issue Discount Security, insert — FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS       % OF
ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS                 ,
20       , AND THE YIELD TO MATURITY IS      %. THE METHOD USED TO
DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF                 ,
20       TO                 ,
20      , IS      % OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]


 




    	69



    	 



    

 


VASCULAR
BIOGENICS LTD.


 


[Designation
of Series]


 





	No.
    	 	$              


 


CUSIP
No.


 


VASCULAR
BIOGENICS LTD., a company organized under the laws of the State of Israel (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises
to pay to                  or registered
assigns the principal sum of               Dollars on               (the
“Stated Maturity Date”) [or insert date fixed for earlier redemption (the “Redemption Date,” and
together with the Stated Maturity Date with respect to principal repayable on such date, the “Maturity Date.”)]


 


[If
the Security is to bear interest prior to Maturity, insert — and to pay interest thereon from             or
from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                    and
                  in each year (each,
an “Interest Payment Date”), commencing                      ,
at the rate of % per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the                 or                  (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date [at the office or agency of the Company
maintained for such purpose; provided, however, that such interest may be paid, at the Company’s option, by
mailing a check to such Holder at its registered address or by transfer of funds to an account maintained by such Holder within
the United States]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any over-the-counter market
or securities exchange on which the Securities of this series may be quoted or listed, and upon such notice as may be required
by such market or exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.]


 


[If
the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon redemption or at the [Stated] Maturity Date and
in such case the overdue principal of this Security shall bear interest at the rate of     % per annum (to
the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable
on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of     %
per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also
be payable on demand.]


 


The
principal of this Security payable on the Stated Maturity Date [or the principal of, premium or Make-Whole Amount, if any, and,
if the Redemption Date is not an Interest Payment Date, interest on this Security payable on the Redemption Date] will be paid
against presentation of this Security at the office or agency of the Company maintained for that purpose in                   
, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 




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Interest
payable on this Security on any Interest Payment Date and on the [Stated] Maturity Date [or Redemption Date, as the case may be,]
will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been
paid or duly provided for (or from and including                       
, if no interest has been paid on this Security) to but excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls on
a day that is not a Business Day, as defined below, principal, premium or Make-Whole Amount, if any, and/or interest payable with
respect to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be,] will be paid on the
next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date or [Stated] Maturity Date [or Redemption
Date, as the case may be.] “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in The City of New York are required or authorized by law, regulation or executive
order to close.


 


[If
this Security is a Global Security, insert — All payments of principal, premium or Make-Whole Amount, if any, and interest
in respect of this Security will be made by the Company in immediately available funds.]


 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless
the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories,
this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.


 


	Dated:	 	 


 


	 	VASCULAR
    BIOGENICS LTD.
	 	        	              
	 	By:	 
	 	Name:	
	 	Title:	


 


Attest:


 


	 	 
	 	 
	Secretary	 


 




    	71



    	 



    

 


[Reverse
of Security]


 


VASCULAR
BIOGENICS LTD.


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an


 


Indenture,
dated as of                    
, 20 (herein called the “Indenture”) between the Company and                 ,
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect
to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the duly authorized series of Securities designated on the face hereof (collectively, the “Securities”),
[if applicable, insert — and the aggregate principal amount of the Securities to be issued under such series is limited
to $           (except for Securities authenticated and delivered upon transfer
of, or in exchange for, or in lieu of other Securities).] All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


 


If
an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture.


 


[If
applicable, insert — The Securities may not be redeemed prior to the Stated Maturity Date.]


 


[If
applicable, insert — The Securities are subject to redemption [ (l) (If applicable, insert — on                in
any year commencing with the year               and ending
with the year                 through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ] [If applicable,
insert — at any time [on or after                  ],
as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount):


 


If
redeemed on or before                 ,         %
and if redeemed during the 12-month period beginning                       of
the years indicated at the Redemption Prices indicated below.


 


	Year	 	Redemption
    Price	 	Year	 	Redemption
    Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


and
thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any such
redemption [If applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest
to the Redemption Date; provided, however, that installments of interest on this Security whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert — The Securities are subject to redemption (1) on                   
in any year commencing with the year                      
and ending with the year                  
through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after                  
], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation
of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                       of
the years indicated,


 


	Year	 	Redemption
    Price for 

    Redemption Through

    Operation of the Sinking Fund	 	Redemption
    Price for 

    Redemption Otherwise Than 

    Through Operation of the 

    Sinking Fund
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




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and
thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided,
however, that installments of interest on this Security whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert — Notwithstanding the foregoing, the Company may not, prior to                    
, redeem any Securities as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than     % per annum.]


 


[If
applicable, insert — The sinking fund for the Securities provides for the redemption on                   in
each year, beginning with the year                       and
ending with the year                  , of
[not less than] $          ] [(“mandatory sinking fund”) and not more
than $            ] aggregate principal amount of the Securities. [The
Securities acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they
become due.]]


 


Notice
of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date,
all as provided in the Indenture.


 


In
the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.


 


[If
applicable, insert conversion provisions set forth in any Board Resolution or indenture supplemental to the Indenture.]


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority of the aggregate principal amount of all Securities issued under the
Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less
than a majority of the aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all such Securities,
to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority of the aggregate principal amount, in certain instances, of the Outstanding Securities of
any series to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and other Securities issued upon the registration of transfer hereof or conversion
or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of (and premium or Make-Whole Amount, if any) and interest
on this Security at the times, places and rate, and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein [and herein] set forth, the transfer of this Security is
registrable in the Security Register of the Company upon surrender of this Security for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium or Make-Whole Amount, if any) and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more
new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.


 




    	73



    	 



    

 


As
provided in the Indenture and subject to certain limitations therein [and herein] set forth, this Security is exchangeable for
a like aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and
conditions, as requested by the Holder hereof surrendering the same.


 


The
Securities of this series are issuable only in registered form [without coupons] in denominations of $              and
any integral multiple thereof.


 


No
service charge shall be made for any such registration of transfer or conversion or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in connection therewith,


 


Prior
to due presentment of this 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 this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No
recourse shall be had for the payment of the principal of or premium or Make-Whole Amount, if any, or the interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.


 


The
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed entirely in such State.


 




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EXHIBIT
B


 


FORMS
OF CERTIFICATION


 


EXHIBIT
B-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 2.165-12(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 Vascular Biogenics Ltd. or its agent that such financial
institution will 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 United States or foreign financial institution(s) 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, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or
not also described in clause (i) or (ii)), this is to further certify that such financial institution 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 or by telecopy 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.


 


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 (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
    Signature)
	 	 
	 	Name:
	 	 
	 	Title:




 







    	75



    	 



    

 


EXHIBIT
B-2


 


FORM
OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM 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 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) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as defined in U.S. 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 Vascular Biogenics Ltd. or its agent that such
financial institution will 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 United States or foreign financial institution(s) 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,
to the further effect, that 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.


 


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 Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


 


[
                         ,
as Operator of the Euroclear System] [Clearstream Banking Luxembourg]


 


	 	 	 
	 	By:
     	 
	 	Name:	 
	 	Title:	 


 



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