Exhibit 4.6


 


RIGEL PHARMACEUTICALS, INC.


 


Reconciliation and tie between the Trust Indenture
Act of 1939


 


and
the Indenture


 


	Trust Indenture Act Section	Indenture Section
	 	 
	Sec. 310(a)(1)	607
	(a)(2)	607
	(b)	608
	Sec. 312(c)	701
	Sec. 314(a)	703
	(c)(1)	102
	(c)(2)	102
	(e)	102
	Sec. 315(b)	601
	Sec. 316(a) (last sentence)	101 (“Outstanding”)
	(a)(1)(A)	Article 5
	(a)(1)(B)	Article 5
	(b)	Article 5
	(c)	104(c)
	Sec. 317(a)(1)	Article 5
	(a)(2)	Article 5
	Sec. 318(a)	111



 





 






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


 






     


     


    

 


________________________________________


 


INDENTURE


 


between


 


RIGEL PHARMACEUTICALS, INC.


 


as Issuer


 


and


 


[TRUSTEE]


 


as Trustee


 


_________________________


 


Dated as of , 21


 


_________________________


 


Providing for the Issuance of Debt Securities
in Series


 


________________________________________


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE 1 Definitions and Other Provisions of General Application	2
	SECTION 101.	Definitions	2
	SECTION 102.	Compliance Certificates and Opinions	16
	SECTION 103.	Form of Documents Delivered to Trustee	16
	SECTION 104.	Acts of Holders	17
	SECTION 105.	Notices, etc. to Trustee or the Company	20
	SECTION 106.	Notice of Holders; Waiver	21
	SECTION 107.	Effect of Headings and Table of Contents	22
	SECTION 108.	Successors and Assigns	23
	SECTION 109.	Separability Clause	23
	SECTION 110.	Benefits of Indenture	23
	SECTION 111.	Governing Law	23
	SECTION 112.	Legal Holidays	23
	SECTION 113.	No Recourse	24
	SECTION 114.	Incorporation by Reference of Trust Indenture Act	24
	SECTION 115.	Rules of Construction	25
	SECTION 116.	Force Majeure	25
	SECTION 117.	U.S.A. Patriot Act	25
	ARTICLE 2 Security Forms	26
	SECTION 201.	Forms Generally	26
	SECTION 202.	Form of Trustee's Certificate of Authentication	27
	SECTION 203.	Securities Issuable in Global Form	27
	ARTICLE 3 The Securities	29
	SECTION 301.	Amount Unlimited; Issuable in Series	29
	SECTION 302.	Denominations	34
	SECTION 303.	Execution, Authentication, Delivery and Dating	34
	SECTION 304.	Temporary Securities	38
	SECTION 305.	Registration, Registration of Transfer and Exchange	41
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	47
	SECTION 307.	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	49
	SECTION 308.	Optional Extension of Maturity	49
	SECTION 309.	Persons Deemed Owners	53
	SECTION 310.	Cancellation	54
	SECTION 311.	Computation of Interest	56
	SECTION 312.	Currency and Manner of Payments in Respect of Securities	56
	SECTION 313.	Appointment and Resignation of Successor Exchange Rate Agent	57



 






     


     


    

 


	ARTICLE 4 Satisfaction and Discharge	63
	SECTION 401.	Satisfaction and Discharge of Indenture	63
	SECTION 402.	Application of Trust Money	64
	ARTICLE 5 Remedies	65
	SECTION 501.	Events of Default	65
	SECTION 502.	[RESERVED]	66
	ARTICLE 6 The Trustee	66
	SECTION 601.	Notice of Defaults	66
	SECTION 602.	Certain Duties, Responsibilities and Rights of Trustee	67
	SECTION 603.	Trustee Not Responsible for Recitals or Issuance of Securities	70
	SECTION 604.	May Hold Securities	71
	SECTION 605.	Money Held in Trust	71
	SECTION 606.	Compensation and Reimbursement	71
	SECTION 607.	Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification	72
	SECTION 608.	Resignation and Removal; Appointment of Successor	73
	SECTION 609.	Acceptance of Appointment by Successor	75
	SECTION 610.	Conversion, Consolidation or Succession to Business	77
	SECTION 611.	Appointment of Authenticating Agent	78
	ARTICLE 7 Holders' Lists and Reports by Trustee and Company	80
	SECTION 701.	Disclosure of Names and Addresses of Holders	80
	SECTION 702.	Reports by Trustee	80
	SECTION 703.	Reports by Company	81
	ARTICLE 8 Consolidation, Merger, Conveyance, Transfer or Lease	82
	ARTICLE 9 Supplemental Indentures	82
	SECTION 901.	Supplemental Indentures Without Consent of Holders	82
	SECTION 902.	Supplemental Indentures with Consent of Holders	84
	SECTION 903.	Execution of Supplemental Indentures	86
	SECTION 904.	Effect of Supplemental Indentures	86
	SECTION 905.	Conformity with Trust Indenture Act	86
	SECTION 906.	Reference in Securities to Supplemental Indentures	87
	SECTION 907.	Notice of Supplemental Indentures	87
	ARTICLE 10 Covenants	87
	ARTICLE 11 Redemption of Securities	87
	SECTION 1101.	Applicability of Article	87
	SECTION 1102.	Election to Redeem; Notice to Trustee	88
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	88
	SECTION 1104.	Notice of Redemption	89
	SECTION 1105.	Deposit of Redemption Price	90
	SECTION 1106.	Securities Payable on Redemption Date	91



 






     


     


    

 


	SECTION 1107.	Securities Redeemed in Part	92
	SECTION 1108.	Optional Redemption Due to Changes in Tax Treatment	93
	ARTICLE 12 Sinking Funds	94
	SECTION 1201.	Applicability of Article	94
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	94
	SECTION 1203.	Redemption of Securities for Sinking Fund	95
	ARTICLE 13 Repayment at Option of Holders	96
	SECTION 1301.	Applicability of Article	96
	SECTION 1302.	Repayment of Securities	97
	SECTION 1303.	Exercise of Option	97
	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable	98
	SECTION 1305.	Securities Repaid in Part	99
	ARTICLE 14 Defeasance and Covenant Defeasance	100
	SECTION 1401.	Company’s Option to Effect Defeasance or Covenant Defeasance	100
	SECTION 1402.	Defeasance and Discharge	100
	SECTION 1403.	Covenant Defeasance	101
	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance	102
	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	104
	SECTION 1406.	Reinstatement	105
	ARTICLE 15 Meetings of Holders of Securities	106
	SECTION 1501.	Purposes for Which Meetings May Be Called	106
	SECTION 1502.	Call, Notice and Place of Meetings	106
	SECTION 1503.	Persons Entitled to Vote at Meetings	107
	SECTION 1504.	Quorum; Action	107
	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	109
	SECTION 1506.	Counting Votes and Recording Action of Meetings	11


 






     


     


    

 


INDENTURE


 


INDENTURE,
dated as of          ,
21 , between RIGEL PHARMACEUTICALS, INC., a Delaware corporation, as Issuer (the “Company”), having its principal office
at 1180 Veterans Boulevard, South San Francisco, California 94080, and [TRUSTEE], a New York banking corporation, as Trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
senior or subordinated debentures, notes or other evidences of indebtedness (the “Securities”), which may be convertible into
or exchangeable for any securities of any person (including the Company), to be issued in one or more series as in this Indenture provided;
and


 


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


 


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


 


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


 






    	 	1	 



     


    

 


ARTICLE 1


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 101.
Definitions. “Act”, when used with respect to any Holder, has the meaning specified in Section 104.


 


“Additional
Amounts” has the meaning specified in Article 10.


 


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


 


“Authenticating
Agent” means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 611 to authenticate Securities.


 


“Authorized
Newspaper” means a newspaper, 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. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar U.S. federal or state law for the relief of debtors.


 


“Bearer
Security” means any Security except a Registered Security.


 


“Board
of Directors” means (i) with respect to a corporation, the board of directors of the corporation; (ii) with respect
to a partnership, the board of directors of a corporate general partner of the partnership; (iii) with respect to a limited
liability company, the managing members thereof; and (iv) with respect to any other Person, the board of directors or committee
of such Person serving a similar function.


 






    	 	2	 



     


    

 


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


 


“Business
Day” means, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in
the Securities, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday,
Thursday and Friday which (i) is not a day on which banking institutions in that Place of Payment or other location are authorized
or obligated by law or executive order to close and (ii) if a payment is to be made in (or a rate is to be ascertained for) Euros,
is also a day in which TARGET2 is open for settlement of payments in Euros.


 


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


 


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


 


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


 


“Commodity
Agreement” means any forward contract, commodity swap, commodity option or other financial agreement or arrangement relating to,
or the value of which is dependent upon, fluctuations in commodity prices.


 


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


 






    	 	3	 



     


    

 


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


 


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


 


“Net
Tangible Assets” means the total assets of the Company as reflected in the most recent balance sheet preceding the date of determination
prepared in accordance with GAAP consistently applied, less after deducting therefrom (a) all current liabilities excluding current
maturities of long-term debt and Capital Lease Obligations and (b) goodwill, tradenames, trademarks, patents, unamortized debt discount
and expense and other similar intangible assets prepared in accordance with GAAP, but excluding any investments in permits or licenses
issued, granted or approved by the Federal Communications Commission.


 


“Conversion
Date” has the meaning specified in Section 312(d).


 


“Conversion
Event” means the cessation of use of a Foreign Currency both by the government of one or more countries or by any recognized union,
association or confederation of governments that issued such Foreign Currency and by a central bank or other public institution of or
within the international banking community for the settlement of transactions in such Foreign Currency.


 


“Corporate
Trust Office of the Trustee” means the principal corporate trust office of the Trustee, at which at any particular time its corporate
trust business shall be administered, which office on the date of execution of this Indenture is located at [Trustee], [Address], Attention:
[Department], except that with respect to presentation of Securities for payment or for registration of transfer or exchange, such term
shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.


 


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


 






    	 	4	 



     


    

 


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


 


“Currency”
means any currency, composite currency or currency unit and Foreign Currency issued by the government of one or more countries or by any
recognized union, confederation or association of such governments.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


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


 


“Depositary”
means, with respect to Registered Securities of any series for which the Company shall determine that such Registered Securities will
be issued in permanent global form, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered
as a clearing agency under the Exchange Act, or other applicable statute or regulations, which in each case, shall be designated by the
Company pursuant to Section 301.


 


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


 


“Dollar
Equivalent of the Currency Unit” has the meaning specified in Section 312(g).


 


“Dollar
Equivalent of the Foreign Currency” has the meaning specified in Section 312(f).


 


“EDGAR”
means the SEC’s Electronic Data Gathering and Retrieval System.


 


“Election
Date” has the meaning specified in Section 312(h).


 


“Euroclear”
means Euroclear Bank S.A./N.V. as operator of Euroclear System, and any successor thereto.


 


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


 






    	 	5	 



     


    

 


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


 


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


 


“Exchange
Rate Agent” means, with respect to Securities of or within any series, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank, designated pursuant to Section 301 or Section 313.


 


“Exchange
Rate Officer’s Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable
with respect to a Security of any series on the basis of such Market Exchange Rate, signed by any Officer of the Company.


 


“Extension
Notice” has the meaning specified in Section 308.


 


“Extension
Period” has the meaning specified in Section 308.


 


“Federal
Bankruptcy Code” means the U.S. Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.


 


“Foreign
Currency” means any Currency other than Currency of the United States.


 


“GAAP”
means U.S. generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other successor entities as have been sanctioned and approved by the Securities and Exchange Commission,
approved by a significant segment of the accounting profession, that are applicable at the date of any relevant calculation or determination.


 






    	 	6	 



     


    

 


“Government
Obligations” means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities
which are (i) direct obligations of the government which issued the Currency in which the Securities of a particular series are payable
or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued
the Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government,
which, in either case, are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable
at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository
receipt.


 


“guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect,
in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness or other obligations.


 


“Hedging
Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, Commodity
Agreement or derivative contract entered into to hedge interest rate risk, currency exchange risk, and commodity price risk.


 


“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.


 


“Indebtedness”
means any and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet of
such Person as a liability on the date as of which Indebtedness is to be determined.


 






    	 	7	 



     


    

 


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


 


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


 


“interest”
means, when used with respect to an Original Issue Discount Security the rate prescribed in such Original Issue Discount Security.


 


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


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement
with respect to exposure to interest rates.


 


“Lien”
or “lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind
in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 






    	 	8	 



     


    

 


“Market
Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market
at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased
with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified
with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided
for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more
major banks in New York City, London or another principal market for the Currency in question, or such other quotations as the Exchange
Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing
in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that
upon which a non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect
of such securities.


 






    	 	9	 



     


    

 


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


 


“Officer”
means the President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary.


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by one Officer of the Company who must be the President, the Treasurer,
or a Vice President of the Company, that meets the requirements of Section 102.


 


“Operating
Property” means each plant or facility of the Company or a Restricted Subsidiary located within the United States, except any such
plant or facility which the Board of Directors of the Company by resolution reasonably determines not to be of material importance to
the total business conducted by the Company and its Restricted Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 






    	 	10	 



     


    

 


(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;


 


(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; and


 


(v) Securities
that have been converted or exchanged for other securities pursuant to Section 301;


 


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 determined to be) due and payable, at the time of such determination,
upon an 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 as of the date such Security is originally issued by the Company as set forth in an
Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent 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 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 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 determination or calculation or in conclusively
relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence
of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor.


 






    	 	11	 



     


    

 


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


 


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


 


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


 


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


 






    	 	12	 



     


    

 


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


 


“Registered
Security” means any Security 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.


 


“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
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
pursuant to this Indenture.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust Office of the Trustee
(or any successor group of the Trustee) who has direct responsibility for administration of this Indenture and, for purposes of Section 601
(or subparagraph (3)(b) of the first paragraph of Section 602 to the extent such expanded definition is used), also includes
any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Subsidiary” means any Subsidiary: (i) substantially all of the property of which is located, or substantially all of the business
of which is carried on, within the United States, and (ii) which owns or is the lessee of any Operating Property. Notwithstanding
the foregoing, a Subsidiary designated as an “unrestricted subsidiary” in accordance with the procedures agreed to by the
Company and the Trustee in a supplemental indenture shall not be a Restricted Subsidiary.


 


“Security”
or “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.


 






    	 	13	 



     


    

 


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


 


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


 


“Stated
Maturity”, 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, as such date may be extended pursuant to the provisions of Section 308.


 


“Subsidiary”
means (1) any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power
for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly
owned by the Company or one or more other Subsidiaries, or by the Company and one or more other Subsidiaries, and (2) any other Person
in which the Company or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own at least a
majority of the outstanding ownership interests or (y) have the power to elect or direct the election of, or to appoint or approve
the appointment of, at least the majority of the directors, trustees or managing members of, or other persons holding similar positions
with, such Person.


 


“TARGET2”
means the Trans-European Automated Real-Time Gross Settlement Express Transfer System, or any successor to such system.


 






    	 	14	 



     


    

 


“Trade
Payables” means accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed in the
ordinary course of business in connection with the obtaining of materials or services.


 


“Trust
Indenture Act” or “TIA” means the U.S. Trust Indenture Act of 1939 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.


 


“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, an estate the income of which is subject to United States federal income taxation regardless of its source or any trust
if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the trust.


 


“Valuation
Date” has the meaning specified in Section 312(c).


 


“Vice
President”, when used with respect to the Company or 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.”


 


“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.


 






    	 	15	 



     


    

 


SECTION 102.
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent,
if any, provided for in this Indenture (including any covenant or condition compliance with which constitutes a condition precedent) relating
to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to
Article 10) shall include:


 


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


 


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


 


(c) a
statement that, in the opinion of each such 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 covenant or condition has been complied with; and


 


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


 


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


 






    	 	16	 



     


    

 


Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any Officers’
Certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the
Company unless such officer or 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. 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. 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 or to all of them. 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
(subject to section 315 of the TIA) and conclusive in favor of the Trustee, 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.


 






    	 	17	 



     


    

 


Without
limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depositary
that is a Holder of a global Security (including through its nominee), may make, give or take, by a proxy or proxies, duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture
or Securities to be made, given or taken by the Holders, and a Depositary that is a Holder of a global Security may provide its proxy
or proxies to the beneficial owners of interests in such global Security through such Depositary’s standing instructions and customary
practices.


 


(a) 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 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 that the Trustee deems sufficient.


 






    	 	18	 



     


    

 


(b) The
principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by
the Security Register.


 


(c) The
principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably
acceptable to the Company, 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 depositary, 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 principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may also be proved in any other reasonable manner that the Trustee deems sufficient.


 


(d) 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.


 






    	 	19	 



     


    

 


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


 


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


 


(a) the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(including telecopy to [insert Trustee fax number]) to or with the Trustee at its Corporate Trust Office, Attention: Trust &
Securities Services, or


 






    	 	20	 



     


    

 


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


 


SECTION 106.
Notice to Holders; Waiver. Except as otherwise expressly provided herein or otherwise specified with respect to any series of Securities
pursuant to Section 301, where this Indenture provides for notice of any event to Holders of Registered Securities by the Company
or the Trustee, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each such Holder affected
by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as
provided. 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.


 


In
case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical
to mail notice of any event to Holders of Registered Securities when such notice is required to be given pursuant to any provision of
this Indenture, then any manner of giving written notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving
of such notice for every purpose hereunder.


 






    	 	21	 



     


    

 


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


 


If
by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall
be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient written notice to such Holders for every purpose
hereunder. Neither the failure to give notice by publication to Holders 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. Effect of Headings and Table
of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 






    	 	22	 



     


    

 


SECTION 108. Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


SECTION 109.
Separability Clause. In case any provision in this Indenture or in any Security or any coupon shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 110.
Benefits of Indenture. Nothing in this Indenture or in the Securities or coupons, express or implied, shall give to any Person,
other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and
the Holders of Securities or coupons, 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 WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401.
THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL,
TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.


 


SECTION 112.
Legal Holidays. Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business
Day at any Place of Payment, then payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be,
provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, to such next succeeding Business Day.


 






    	 	23	 



     


    

 


SECTION 113.
No Recourse. No recourse for the payment of the principal of or premium, if any, or interest on any Security or any coupons appertaining
thereto, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement
of the Company in this Indenture or in any supplemental indenture, or in any Security or any coupons appertaining thereto, or because
of the creation of any indebtedness represented thereby, shall be had against any director, officer, employee, or stockholder as such,
past, present or future, of the Company or any of its Affiliates or any successor Person of the Company, either directly or through the
Company or any of its Affiliates or any successor Person of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.


 


SECTION 114.
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.


 


The
following TIA terms used in this Indenture have the following meanings:


 


(a) “indenture
securities” means the Securities;


 


(b) “indenture
security Holder” means a Holder of a Security;


 


(c) “indenture
to be qualified” means this Indenture;


 


(d) “indenture
trustee” or “institutional trustee” means the Trustee; and


 


(e) “obligor”
on the Securities means the Company and any successor obligor upon the Securities.


 






    	 	24	 



     


    

 


All other terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.


 


SECTION 115.
Rules of Construction. Unless the context otherwise requires:


 


(a) a
term has the meaning assigned to it;


 


(b) an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c) “or”
is not exclusive;


 


(d) words
in the singular include the plural, and in the plural include the singular; and


 


(e) provisions
apply to successive events and transactions.


 


SECTION 116.
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes and acts of God; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.


 


SECTION 117.
U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, [Trustee],
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to
this Indenture agree that they will provide [Trustee] with such information as it may request in order for [Trustee] to satisfy the requirements
of the U.S.A. Patriot Act.


 






    	 	25	 



     


    





 


ARTICLE 2


 


SECURITY
FORMS


 


SECTION 201.
Forms Generally. The Registered Securities, if any, of each series, the Bearer Securities, if any, of each series and related coupons,
the temporary global Securities of each series, if any, and the permanent global Securities of each series, if any, shall be in substantially
the forms as shall be established by, or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in
the manner provided in, an Officers’ Certificate pursuant to a Board Resolution of the Company, or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of
the Company executing such Securities or coupons as evidenced by their execution of such Securities or coupons. If the forms of Securities
or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or Assistant Secretary of the Company, and delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the
text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.


 


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


 


The
Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article.


 


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


 






    26


     


    

 


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:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


Dated:
____________________


 


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


 


	 	[Trustee],	 
	 	 	as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	Authorized Signatory	 


 


SECTION 203.
Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (h) of Section 301, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person
or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has
been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security
in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.


 






    27


     


    

 


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


 


Notwithstanding
any provisions of Section 307 to the contrary, unless otherwise specified as contemplated by Section 301, payment of principal
of (and premium, if any) and interest, if any, on any Security in global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 309
and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or 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 global
Registered Security, the Holder thereof, or (ii) in the case of a global Bearer Security, Euroclear or Clearstream.


 






    28


     


    

 


ARTICLE 3


 


THE
SECURITIES


 


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


 


The
Securities may be issued in one or more series. There shall be established in one or more Board Resolutions of the Company or pursuant
to authority granted by one or more Board Resolutions of the Company and, subject to Section 303, set forth in, or determined in
the manner provided in, an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (a),
(b) and (2) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of
the series and set forth in such Securities of the series when issued from time to time):


 


(a) title
of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities) and whether
such Securities are senior or subordinated;


 


(b) 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 in exchange for, or in lieu of, other Securities
of the series pursuant to Sections 304, 305, 306, 906, 1107 or 1305);


 


(c) the
date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the
series is payable;


 


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


 






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(e) the
place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium,
if any) and interest, if any, on Securities of the series shall be payable (which in the case of Bearer Securities shall be outside the
United States), where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the
series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable, and, if different than the location specified in Section 105, the place or places where notices or demands
to or upon the Company in respect of the Securities of the series and this Indenture may be served;


 


(f) the
period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which, Securities
of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;


 


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


 


(h) if
other than minimum denominations of $2,000 and integral multiples of $1,000 above such minimum denomination, the denomination or denominations
in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations
in which any Bearer Securities of the series shall be issuable;


 


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


 






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(j) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon an
acceleration of the Maturity thereof pursuant to Section 502, upon redemption of the Securities of the series which are redeemable
before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim
pursuant to Section 502 or the method by which such portion shall be determined;


 


(k) if
other than Dollar, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities
of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto
in accordance with, in addition to or in lieu of any of the provisions of Section 312;


 


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


 


(m) whether
the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods
within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency
in which such Securities are to be so paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;


 


(n) the
designation of the initial Exchange Rate Agent, if any, or any depositaries;


 


(o) if
Sections 1402 and/or 1403 are not applicable to the Securities of the series and any provisions in modification of, in addition to or
in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;


 






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


 


(q) any
deletions from, modifications of or additions to the Events of Default or covenants of the Company or 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;


 


(r) 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, whether such Securities are to be issuable initially in temporary global
form, whether such Securities are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners
of interests in any such permanent global Security may exchange such interests for definitive Securities of the series and of like tenor
of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided
in Section 305, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by
applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if
Securities of the series are to be issuable in global form, the identity of any Depositary therefor;


 


(s) the
date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Bearer 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;


 


(t) the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner
in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will
be paid if other than in the manner provided in Section 307;


 






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(u) if
Securities of the 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;


 


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


 


(w) whether,
under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Article 10 on the Securities
of the series to any Holder (including any modification to the definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the
terms of any such option);


 


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


 


(y) whether
the Securities of the series are subject to subordination and, if so, the terms of such subordination; and


 


(z) any
other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall
not be inconsistent with the requirements of the Trust Indenture Act or 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
or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in such Officers’
Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need 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.


 






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If any of the terms of the Securities of any series
are established by action taken pursuant to one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions,
such Board Resolutions shall be delivered to the Trustee at or prior to the issuance of the first Security 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 such series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be issuable
in a minimum denomination of $2,000 and integral multiples of $1,000 above such minimum denomination and the Bearer Securities of such
series, other than the Bearer Securities issued in global form (which may be of any denomination), shall be issuable in the denomination
of $5,000.


 


SECTION 303.
Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by an individual or individuals duly authorized by the Board of Directors of the Company to execute the Securities and
the coupons. The signature of any of these authorized persons on the Securities or coupons may be the manual or facsimile signatures of
the present or any future such authorized person and may be imprinted or otherwise reproduced on the Securities.


 


Securities
or coupons bearing the manual or facsimile signatures of individuals who were at the time of such execution of the Securities or coupons
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.


 






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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 coupons appertaining thereto, duly executed by the Company, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in accordance with such 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 in the form set forth in Exhibit A-1 to this Indenture (or such other certificate
as may be specified with respect to any series of Security 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 Bearer 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 cancelled. If not all the Securities of any series are to be issued at one time and if the
Board Resolution, Officers’ Certificate pursuant to a Board Resolution, or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining terms
of particular Securities of such series such as interest rate or formula, maturity, any redemption or repayment provisions, date of issuance
and date from which interest shall accrue.


 






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In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel stating in effect (subject to
customary exceptions):


 


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


 


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


 


(iii) that
such Securities and coupons, 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 in the manner
and subject to any conditions specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company enforceable
in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ rights generally (including without limitation on all laws relating to fraudulent transfers) and to general
principles of equity;


 


(iv) that
all laws and requirements in respect of the execution and delivery by the Company of such Securities, coupons, if any, and of the supplemental
indentures, if any, have been complied with and that authentication and delivery of such Securities and coupons, if any, and the execution
and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture;


 


(v) that
the Company has the corporate power to issue such Securities and any coupons and has duly taken all necessary corporate action with respect
to such issuance; and


 


(vi) that
the issuance of such Securities and coupons, if any, will not contravene the articles of incorporation or by-laws of the Company or result
in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to
such Counsel by which the Company is bound.


 






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Notwithstanding
the provisions of Section 301 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security,
but such documents shall be delivered prior to or at the time of issuance of the first Security of such series.


 


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


 


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 a certificate of authentication substantially in the form provided for herein duly executed by the Trustee 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 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 310 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. 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 or coupons may determine, as conclusively evidenced by their
execution of such Securities or coupons, as the case may be. Such temporary Securities may be in global form.


 


Except
in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs),
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 unmatured coupons appertaining thereto), the Company shall execute and the Trustee, upon receipt of
a written instruction, shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same
series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange
for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


 






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If
temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein,
be delivered to the London office of a depositary or common depositary (the “Common Depositary”), 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 of the same series executed
by the Company, in aggregate principal amount equal to the principal amount of such temporary global Security. On or after the Exchange
Date such temporary global Security shall be surrendered by the Common Depositary 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 of the same series 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, provided that, unless
otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary
global Security 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 A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided, however,
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 a temporary global Security shall be exchanged
for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear
or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be,
a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear
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 in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.
Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only
outside the United States.


 






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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 or the applicable Paying Agent of a certificate or certificates
in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301),
for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the 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 in Exhibit A-1 to this Indenture (or in such other form 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 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 premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest
in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the
Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be
repaid to the Company in accordance with (but otherwise subject to) Article 10.


 


SECTION 305.
Registration, Registration of Transfer and Exchange. The Company or the Trustee shall cause to be kept at the Corporate Trust Office
of the Trustee a register for each series of Securities (the registers maintained in the Corporate Trust Office of the Trustee and in
any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and of transfers of Registered Securities; provided, however, that there shall be only one Security Register
per series of Securities. The Security Register shall be in written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby
initially appointed as security registrar (the “Security Registrar”) for the purpose of registering Registered Securities
and transfers of Registered Securities as herein provided and for facilitating exchanges of temporary global Securities for permanent
global Securities or definitive Securities, or both, or of permanent global Securities for definitive Securities, as herein provided.


 






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Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency 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, one or more
new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


 


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


 






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If
(but only if) expressly permitted in or pursuant to 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
denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office
or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable
to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if
the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished
to them such security or indemnity as they may reasonably 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 Article 10,
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
that 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. Unless otherwise specified pursuant to Section 301, all Bearer Securities issued in permanent
global form, upon request of the beneficial owner and in accordance with the following provisions, will be exchangeable for definitive
Bearer Securities. If any beneficial owner of an interest in a permanent global Security is 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 deliver to the Trustee
definitive Securities of that series in aggregate principal amount equal to the principal amount of such beneficial owner’s interest
in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged,
such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company
Order with respect thereto 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 of the same series without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such permanent 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 permanent global Security to be exchanged which, unless the Securities of the series
are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof;
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 definitive 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 before the opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such definitive Registered Security, but will be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.


 






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


 


Every
Registered Security presented or surrendered for registration of transfer or for exchange 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 for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Sections 304, 906, 1107 or 1305 not involving any transfer.


 






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If
at any time the Depositary for any permanent global Registered Securities of any series notifies the Company that it is unwilling or unable
to continue as Depositary for such permanent global Registered Securities or if at any time the Depositary for such permanent global Registered
Securities shall no longer be eligible to so continue under applicable law, the Company shall appoint a successor Depositary eligible
under applicable law with respect to such permanent global Registered Securities. If a successor Depositary eligible under applicable
law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility or if there has occurred and is continuing an Event of Default with respect to the Securities of any series,
the Company will execute, and the Trustee, upon receipt of the Company Order for the authentication and delivery of definitive Registered
Securities of such series and tenor, will authenticate and deliver such definitive Registered Securities of such series and tenor, in
any authorized denominations, in an aggregate principal amount equal to the principal amount of such permanent global Registered Securities,
in exchange for such permanent global Registered Securities.


 


The
Company may at any time and in its sole discretion determine that any permanent global Registered Securities of any series shall no longer
be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the
authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, definitive Registered
Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of
such permanent global Registered Securities, in exchange for such permanent global Registered Securities.


 






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The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning
at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103
or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day
of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if Securities of the series 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 the unredeemed portion of any Security being redeemed in part,
or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered
Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, 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.


 


The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer that may
be imposed under this Indenture with respect to the Securities of any series pursuant to the terms thereof established as contemplated
by Section 301 or under applicable law with respect to any transfer of any interest in any such Security (including any transfers
between or among any depositary (including any Depositary or Common Depositary), or its nominee, as a Holder of a Security issued in global
form, any participants in such depositary or owners or holders of beneficial interests in any such global Security) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by, the terms of such Securities if and as may be so established in respect of such Securities, and to examine the same to determine substantial
compliance as to form with the express requirements thereof.


 


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, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.


 






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If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security or 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 Company Order 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 of like tenor and principal amount 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 mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and
interest, if any, on Bearer Securities shall, except as otherwise provided in Article 10, 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.


 






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Every
new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security and its coupons,
if any, or the mutilated, 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; Optional Interest Reset. (a) Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, interest, if any, on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Article 10; provided, however, that each installment of interest, if any, on any Registered
Security (other than a global Security) on an Interest Payment Date 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 309, to the address of
such Person as it appears on the Security Register or (ii) transfer to an account located in the United States maintained by the
payee.


 






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


 


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 each of Euroclear and Clearstream with respect to that portion of such permanent global Security
held for its account by the Common Depositary, for the purpose of permitting each of Euroclear and Clearstream to credit the interest,
if any, received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.


 






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Any
interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such
defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate or formula specified in
the Securities of such series (such defaulted interest and, if applicable, interest thereon herein collectively called “Defaulted
Interest”) may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:


 


(i) 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, and at the same time the Company
shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) 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 that 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 given in the manner provided in Section 106, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name 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 (ii).


 


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


 






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(b) The
provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company on the
date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset
Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for
in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected
to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such
new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during
the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of such Security (each such period a “Subsequent Interest Period”), including the date or dates on which or the period
or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest
rate (or a spread or spread multiplier used to calculate such interest rate, if applicable) that is higher than the interest rate (or
the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher spread or spread multiplier,
if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender)
pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable).


 


The
Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment
on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders
except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.


 






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


 


SECTION 308.
Optional Extension of Maturity. The provisions of this Section 308 may be made applicable to any series of Securities pursuant
to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The Maturity
of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such Security
(each an “Extension Period”) up to but not beyond the Stated Maturity set forth on the face of such Security. The Company
may exercise such option with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to the Maturity of such Security in effect prior to the exercise of such option. If the Company exercises such option, the Trustee
shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Maturity
a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the Maturity, (ii) the new
Maturity, (iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption
during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same
terms as prior to the transmittal of such Extension Notice.


 






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Notwithstanding
the foregoing, not later than 20 days before the Maturity of such Security, the Company may, at its option, revoke the interest rate provided
for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Maturity is extended will bear such
higher interest rate.


 


If the Company extends the Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the Company at Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment at Maturity once the Company has extended the Maturity thereof,
the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period
for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Maturity and except that, if the
Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke
such tender for repayment until the close of business on the tenth day before the Maturity.


 


SECTION 309.
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 Securit is registered as the absolute owner
of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and
307) interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 






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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 bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Bearer Security
or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such
Bearer Security or coupons be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected
by notice to the contrary.


 


None
of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee and the Securities Registrar shall
be entitled to deal with any depositary (including any Depositary or Common Depositary), and any nominee thereof, that is the Holder of
any such global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium,
if any, and interest and Additional Amounts, if any, the giving of instructions or directions by or to the owner or holder of a beneficial
ownership interest in such global Security) as the sole Holder of such global Security and shall have no obligations to the beneficial
owners thereof. None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability
for any acts or omissions of any such depositary with respect to such global Security, for the records of any such depositary, including
records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between such depositary
and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial
interest in such global Security or for any transfers of beneficial interests in any such global Security.


 


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 depositary (including any Depositary or Common Depositary),
as a Holder, with respect to such global Security or impair, as between such depositary and owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such
global Security.


 






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SECTION 310.
Cancellation. All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration
of transfer or exchange or for credit against any current or future sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the Trustee 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. All cancelled Securities and coupons held by the Trustee shall be disposed
of by the Trustee in accordance with its customary procedures and, if requested by the Company in writing, the Trustee shall provide certification
of their disposal to the Company, unless by Company Order the Company shall timely direct that cancelled Securities be returned to it.


 


SECTION 311. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 with respect to Securities of any series, interest, if any, on the Securities
of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 






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SECTION 312.
Currency and Manner of Payments in Respect of Securities.


 


(a) Unless
otherwise specified with respect to any series of Securities pursuant to Section 301, with respect to Registered Securities of any
series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided
for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any Registered Security or Bearer Security of such series will
be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable. The provisions of this Section 312
may be modified or superseded with respect to any Securities pursuant to Section 301.


 


(b) It
may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered
Securities in any of the Currencies which may be designated for such election by delivering to the Trustee a written election with signature
guarantees and in the applicable form established pursuant to Section 301, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election
will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice
to the Trustee (but any such change must be made not later than the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to
payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to
which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been
given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such
Registered Security who shall not have delivered any such election to the Trustee not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 312(a).
The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered
Securities for which Holders have made such written election.


 






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(c) Unless
otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant
to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election
Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice
specifying the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Registered Securities to be paid on such payment date and the amounts in such Currency so
payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall have elected to
be paid in another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been
provided for pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant
to Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee an Exchange Rate Officer’s
Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant
to Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected payment in
a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market Exchange Rate
in effect on the third Business Day (the “Valuation Date”) immediately preceding each payment date, and such determination
shall be conclusive and binding for all purposes, absent manifest error.


 






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(d) If
a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant
to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and
premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency occurring after the
last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for
use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to
the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph
(f) or (g) below.


 


(e) Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency,
such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if a Conversion
Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) above.


 


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


 


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


 






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(h) For
purposes of this Section 312 the following terms shall have the following meanings:


 


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


 


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


 






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“Election
Date” shall mean the date for any series of Registered Securities as specified pursuant to clause (m) of Section 301 by
which the written election referred to in paragraph (b) above may be made.


 


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


 


In the event that the Company determines in good
faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written notice thereof
to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106
to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with
respect to any Foreign Currency unit in which Securities are denominated or payable, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for
in Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee and the Exchange
Rate Agent. The Trustee shall be fully justified and protected in conclusively relying and acting upon information received by it from
the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such
information independent of the Company or the Exchange Rate Agent.


 






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SECTION 313.
Appointment and Resignation of Successor Exchange Rate Agent. (a) Unless otherwise specified 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 this Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make
the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and, if applicable, for the purpose of converting the denominated Currency into the applicable
payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 312.


 


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


 


(c) If the Exchange Rate Agent shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause with respect
to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange
Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified
pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular
series that are originally issued by the Company on the same date and that are initially denominated and/or payable in the same Currency).


 






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ARTICLE 4


SATISFACTION
AND DISCHARGE


 


SECTION 401.
Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to
any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange
of Securities of such series expressly provided for herein or pursuant hereto, and any right to receive Additional Amounts, as contemplated
by Article 10) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series when


 


(a) either


 


(i) all
Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (A) 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, (B) 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, (C) 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
(D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee or any
Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided
in Article 10) have been delivered to the Trustee for cancellation; or


 


(ii) all
Securities of such series and, in the case of (A) or (B) below, any coupons appertaining thereto not theretofore delivered to
the Trustee for cancellation: (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within
one year, or (C) 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 (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust for such purpose an amount, in the Currency 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, if any) and interest, if any, 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;


 






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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 402 and
Article 10, and the penultimate paragraph of Section 1405 shall survive.


 


SECTION 402.
Application of Trust Money. 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) to the Persons entitled thereto, of the principal (and premium,
if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law. Money so held in trust is subject to the Trustee’s rights under Section 606.


 






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ARTICLE 5


REMEDIES


 


SECTION 501.
Events of Default. “Event of Default,” wherever used herein with respect to Securities of any series, means any one
of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


  


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


 


(ii) default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or


 


(iii) default
in the deposit of any principal payment into the sinking fund, when and as due by the terms of any Security of that series and Article Twelve;
or


 


(iv) default
in the performance, or breach, of any covenant or agreement of the Company in this Indenture which affects or is applicable to the Securities
of that series (other than a default in the performance or breach of a covenant or agreement that is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the benefit of other series of Securities), and continuance
of such default or breach for a period of after receipt of notice 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 all 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


 


(v) the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under Bankruptcy Law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal
or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or of any substantial part of their property, or ordering the winding up or liquidation of their affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 






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


 


(vii) there occurs any other Event of Default
provided pursuant to Sections 301 or 901 with respect to Securities of that series.


 


SECTION 502. [RESERVED].


 


ARTICLE 6


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 a Responsible Officer of 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, if any) or interest, if any, on any Security of such series or in the payment
of any sinking fund installment with respect to 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 best interest of the Holders of Securities of such series and any
related coupons; and, provided further, that in the case of any default or breach of the character specified in Section 501 with
respect to Securities and coupons of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof.


 






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SECTION 602.
Certain Duties, Responsibilities and Rights of Trustee. Subject to the provisions of TIA Sections 315(a) through 315(d):


 


(i) except
during the continuance of an Event of Default,


 


(A) 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


 


(B) 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;


 


(ii) if
any Event of Default has occurred and is continuing with respect to the Securities of any series, the Trustee shall 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 person
would exercise or use under the circumstances in the conduct of such person’s own affairs;





 






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(iii) the
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that:


 


(A) this
subparagraph (ii) does not limit the effect of subparagraph (i) of this paragraph or the penultimate paragraph of this Section 602;


 


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


 


(C) the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in principal amount of the Outstanding Securities of the affected 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;


 


(iv) 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, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(v) any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution of the Company;


 


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


 


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


 






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(viii) 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 it against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;


 


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


 


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


 


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


 


(xii) in
the event that the Trustee is also acting as Paying Agent, Security Registrar or in any other capacity hereunder, the rights, privileges,
protections, immunities and benefits afforded to the Trustee pursuant to this Article Six, including, without limitation, its right
to be indemnified, shall also be afforded to the Trustee in its capacity as such Paying Agent, Security Registrar or in such other capacity
and each agent, custodian and other Person employed to act hereunder;


 






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(xiii) other
than in the case of an Event of Default described under Section 501, the Trustee shall not be deemed to know or be charged with knowledge
of any Default or Event of Default with respect to the Securities of any series for which it is acting as Trustee unless a Responsible
Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a Holder
of such Securities and such notice references this Indenture and such Securities;


 


(xiv) the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and


 


(xv) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage.


 


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.


 


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 602.


 


SECTION 603. Trustee
Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except for the Trustee’s
certificates of authentication, and in any coupons shall be taken as the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 






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SECTION 604.
May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of
the Company or of the Trustee, 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,
Authenticating Agent, Paying Agent, Security Registrar 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 for the investment thereof.


 


SECTION 606.
Compensation and Reimbursement. The Company agrees:


 


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


 


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


 


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


 






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The
obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements
and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security
for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on particular Securities or any coupons.


 


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


 


The provisions of this Section shall survive
the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal
of the Trustee.


 


SECTION 607. Corporate Trustee Required;
Eligibility; Conflicting Interests; Disqualification. There shall be at all times a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of U.S. federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article. If the Trustee shall have or acquire any conflicting interest within the meaning
of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of
the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any
series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any other
series. Nothing contained herein shall prevent the Trustee from filing the application provided for in the second to last sentence of
Section 310(b) of the Trust Indenture Act.


 






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SECTION 608.
Resignation and Removal; Appointment of Successor. 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 and any and all amounts then due and owing to the Trustee hereunder have been paid in full.


 


(a) The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(b) 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 the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee within 60 days after the giving of such notice of removal,
the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 






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(c) 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 any
Holder who has been a bona fide Holder of a Security for at least six months, or


 


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


 


(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 a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject
to TIA Section 315(e), any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.


 


(d) If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by 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 and accepted appointment in the manner hereinafter provided,
any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


 






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


 


SECTION 609.
Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee 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 the written 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 and lien provided for in Section 606.


 






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(a) In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates, subject nevertheless to its claim and lien provided for in Section 606. Whenever there is a successor
Trustee with respect to one or more (but less than all) series of securities issued pursuant to this Indenture, the terms “Indenture”
and “Securities” shall have the meanings specified in the provisos to the respective definitions of those terms in Section 101
which contemplate such situation.


 






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


 


(c) 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. The Trustee shall have
no liability or responsibility for the action or inaction of any successor Trustee.


 


SECTION 610.
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be
a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, 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 of the Securities shall not have been authenticated by such predecessor
Trustee, any successor Trustee may authenticate and deliver such Securities or coupons either in the name of any predecessor hereunder
or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.


 






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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 and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. 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, and a copy of such
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 corporation organized
and doing business under the laws of the United States of America, any state thereof 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 U.S. federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus
of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section.


 






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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 all
or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and 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 may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for 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. No successor Authenticating Agent shall be appointed unless eligible under the provisions
of this Section. The Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is
not the Trustee).


 






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


 


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


 


Dated:
____________________


 


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


 


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


 


ARTICLE 7 


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 of the Company, or the Trustee or any agent of either of them shall be held accountable
by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).


 


SECTION 702.
Reports by Trustee. Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance
of Securities pursuant to this Indenture, the Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a). The Company will promptly
notify the Trustee in writing when any series of Securities are listed on any stock exchange and of any delisting thereof.


 






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A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange if any, upon which the Securities are listed and with the
Company.


 


SECTION 703.
Reports by Company. The Company shall:


 


(a) Unless
available on EDGAR, file with the Trustee, within 15 days after the Company, as the case may be, has filed 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 no longer required to file information,
documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;


 


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


 






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


 


Delivery of such reports, information and documents
to the Trustee, which if pursuant to an EDGAR filing, the Trustee is not required to confirm, is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of the filing of such a report, its timeliness or any information
contained therein or determinable from information contained therein, including compliance by the Company with any of its covenants hereunder
(as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).


 


ARTICLE 8 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


[RESERVED]


 


ARTICLE 9 


SUPPLEMENTAL
INDENTURES


 


SECTION 901.
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustee, for any of the following purposes:


 


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


 


(b) to
add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if
such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are 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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(c) to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities and any related coupons (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 being
included solely for the benefit of such series); or


 


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


 


(e) to
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 any such provision; or


 


(f) to
secure the Securities pursuant to the requirements of Article 10 or otherwise; or


 


(g) to
establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions
and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or


 


(h) to
comply with requirements of the Securities and Exchange Commission in order to maintain the qualification of the indenture under the Trust
Indenture Act; or


 






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(i) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609(b); or


 


(j) to
make any provisions with respect to the optional conversion rights of holders, including providing for the conversion of Securities into
any other security or securities of the Company, provided that such provisions are not adverse to the interests of the holders of any
debt securities then outstanding; or


 


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


 


(l) to
add any guarantee of one or more series of the Securities; or


 


(m) to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant
to 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.


 


SECTION 902.
Supplemental Indentures with Consent of Holders. With the consent of the Holders of 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 and 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 which affect such
Securities or of modifying in any manner the rights of the Holders of such Securities 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, if any) or any installment of principal of or interest on any Security of such series;
or the terms of any sinking fund with respect to any Security; or reduce the principal amount thereof (or premium, if any) or the rate
of interest (or manner of calculating the rate of interest), if any, thereon, or any premium payable upon the redemption thereof, or repayment
thereof at the option of the Holder, or the date(s) or period(s) for any redemption or repayment thereof, or change any obligation
of the Company to pay Additional Amounts contemplated by Article 10 (except as contemplated by Article 8 and permitted by Section 901(a)),
or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon an acceleration
of the Maturity thereof pursuant to Section 502, or upon the redemption thereof, or the amount thereof provable in bankruptcy pursuant
to Section 502, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change
any Place of Payment where, or the Currency in which, any Security of such series or any premium or 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 Repayment Date, as the case may be), or modify the provisions
of this Indenture with respect to the mandatory redemption of Securities or repayment of the Securities at the option of the Holder in
a manner adverse to any Holder of any Securities or any coupons appertaining thereto, adversely affect any right to convert or exchange
any Security as may be provided pursuant to Section 301 herein, 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 for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable
to such series hereunder and their consequences provided for in this Indenture, or reduce the requirements of Section 1504 for quorum
or voting with respect to Securities of such series, or


 






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(3) modify
any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other
provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby.


 


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


 


SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in conclusively 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.


 






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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, the Company to any such supplemental indenture may be prepared and executed
by the Company, and authenticated and delivered (which delivery, in the case of Bearer Securities, shall occur only outside the United
States) by the Trustee in exchange for Outstanding Securities of such series.





 


SECTION 907.
Notice of Supplemental Indentures. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give written notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture.


 


ARTICLE 10





COVENANTS


 


[RESERVED]


 


ARTICLE 11





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 the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.


 






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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, the Company shall, at least 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of Securities of such series to be redeemed and, in the case of a partial redemption, shall deliver to
the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 1103.
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 with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series with the same terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate, subject to applicable law, and which may provide for the selection for redemption of portions of the
principal of Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount
of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established pursuant to Section 301.


 


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


 


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.








 






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SECTION 1104.
Notice of Redemption. Except as otherwise specified as contemplated by Section 301 for Securities of any series, notice of
redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed.


 


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


 


(i) the
Redemption Date,


 


(ii) the
Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be
determined at the time the notice is given, together with the amount of accrued interest, if any, to the Redemption Date,


 


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


 


(iv) 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 charge, a new Security or Securities of the same series of like
tenor of authorized denominations for the principal amount thereof remaining unredeemed,


 


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


 


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


 






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


 


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


 


(ix) 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 such Redemption Date pursuant to Section 305 or
otherwise, the last date, as determined by the Company, on which such exchanges may be made,


 


(x) the
CUSIP, ISIN or other similar numbers, if any, assigned to such Securities; provided, however, that such notice may state that no
representation is made as to the correctness of CUSIP, ISIN or other similar numbers, in which case none of the Company, the Trustee
or any agent of the Company or the Trustee shall have any liability in respect of the use of any CUSIP, ISIN or other similar number
or numbers on such notices, and the redemption of such Securities shall not be affected by any defect in or omission of such numbers,


 


(xi) the
Euroclear or the Clearstream reference numbers of such Security, if any, and


 


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


 


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


 


SECTION 1105.
Deposit of Redemption Price. On or prior to 11:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case of a sinking
fund payment under Article Twelve, segregate and hold in trust as provided in Article 10) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) 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, if any, on, all the Securities
or portions thereof which are to be redeemed on that date.


 






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SECTION 1106.
Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)) (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, if any) 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 Article 10) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of coupons for such interest; and provided further that 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 Regular 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 Article 10) 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, if any) shall, until paid, bear interest from the Redemption
Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in or contemplated by
such Security.


 


SECTION 1107. Securities Redeemed in Part.
Any Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s 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 and of like tenor, 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.


 






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SECTION 1108.
Optional Redemption Due to Changes in Tax Treatment. Each series of Securities may be redeemed at the option of the Company (or
their successors) in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which
may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the
date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption
Price specified by the terms of such series of Securities) if (i) the Company is or would be required to pay Additional Amounts as
a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United States (or in the
case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision
or taxing authority thereof or therein) or (ii) any change in the official application or interpretation of such laws, regulations
or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which the United States (or such other jurisdiction or political subdivision or taxing authority) is a party, which
change, execution or amendment becomes effective on or after the date of issuance of such series pursuant to Section 301(w) (or
in the case of a successor Person to the Company, the date on which such successor Person became such). Prior to the giving of notice
of redemption of such Securities pursuant to this Indenture, the Company will deliver to the Trustee an Officers’ Certificate, stating
that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that
the conditions precedent to the right of the Company to redeem such Securities pursuant to this Section have been satisfied.


 






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ARTICLE 12





SINKING
FUNDS








 


SECTION 1201.
Applicability of Article. Retirements of Securities of any series pursuant to any sinking fund shall be made in accordance with
the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance
with this Article.


 


The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment
in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any series, the cash amount of any 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. Subject to Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee Outstanding Securities of
a series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company, together, in the
case of any Bearer Securities of such series, with all unmatured coupons appertaining thereto, and/or (2) receive credit for the
principal amount of Securities of such series which have been previously delivered to the Trustee by the Company or for 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, in each case in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of the same series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such 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 any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the
Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which
is to be satisfied by delivering or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously
delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund
payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make
the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for
that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory
sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right to make
any optional sinking fund payment, if any, with respect to such series.


 


Not
more than 60 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.


 






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Prior
to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Article 10) in cash a sum equal to the principal (and premium, if any) and any
interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment
date pursuant to this Section 1203.








 


Notwithstanding the foregoing, with respect to a
sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding
sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not
exceed in the aggregate $100,000, the Trustee, unless requested by the Company, shall not give the next succeeding notice of the redemption
of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited in such sinking fund
shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at
the request of the Company, shall be applied at any time or from time to time to the purchase of Securities of such series, by public
or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess of the principal amount thereof.


 


ARTICLE 13





REPAYMENT
AT 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 and (except as otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article.


 






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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 the Repayment Price 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
before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Article 10) an amount of money in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and (except if the Repayment Date shall
be an Interest Payment Date) accrued interest, if any, 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. To be repaid at the option of the Holder, except as otherwise specified as contemplated by Section 301
for Securities of such series, any Security so providing for such repayment, with the “Option to Elect Repayment” form on
the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received
by the Company 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 45 days nor later than 30 days prior to the Repayment
Date. If less than the entire Repayment Price of such Security is to be repaid in accordance with the terms of such Security, the portion
of the Repayment Price 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 such Security surrendered that
is not to be repaid, must be specified. 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 Repayment Price 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 Article 10) 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 to
the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 307.


 






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If
any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount 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 Article 10) 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 or contemplated by such Security.


 


SECTION 1305.
Securities Repaid in Part. Upon surrender of any 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
Security or Securities of the same series, and of like tenor, 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.


 






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ARTICLE 14





DEFEASANCE
AND COVENANT DEFEASANCE


 


SECTION 1401.
Company’s Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by Section 301
for Securities of any series, the provisions of this Article Fourteen shall apply to each series of Securities, and the Company may,
at its option, effect defeasance of the Securities of or within a series under Section 1402, or covenant defeasance of or within
a series under Section 1403 in accordance with the terms of such Securities and in accordance with this Article.





 


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 related coupons 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 related coupons, 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 (i) and (ii) below, and to have satisfied
all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related
coupons 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: (i) the rights of Holders of such Outstanding
Securities and any related coupons 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, if any) and interest, if any, on such Securities and any related coupons
when such payments are due, (ii) the Company’s obligations with respect to such Securities under Sections 304, 305 and 306
and Article 10 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Article 10
and such obligations as shall be ancillary thereto, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, Section 606 and the penultimate paragraph of Section 1405 and (iv) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 1402 notwithstanding
the prior exercise of its option under Section 1403 with respect to such Securities and any related coupons.


 






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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 Article 8 and Article 10, and, if specified pursuant to Section 301,
its obligations under any other covenant, with respect to such Outstanding Securities and any related coupons on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any
related coupons shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such covenants, 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 related coupons, 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 covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of reference in any such 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 or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities and any related coupons shall be unaffected thereby.


 






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SECTION 1404.
Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1402
or Section 1403 to any Outstanding Securities of or within a series and any related coupons:








 


(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 related coupons, (A) an amount (in such Currency in which such Securities and any related coupons are
then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis
of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment
of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a
combination thereof, sufficient, 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, if any) and interest, if any, on such Outstanding Securities
and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment
of interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities
and any related coupons 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 related coupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds
of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company
may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding
Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall
be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.


 






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(b) No
Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of
such deposit or, insofar as the provisions of Section 501 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).


 


(c) Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound.


 


(d) In
the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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 related coupons will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit and such defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if the deposit and 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 related coupons will not recognize income, gain or loss for federal income tax purposes
as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if the deposit and such covenant defeasance had not occurred.


 






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(f) 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 in connection therewith pursuant to Section 301.


 


(g) The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied
with.


 


SECTION 1405.
Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Article 10,
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 such Outstanding Securities and any related coupons shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any related 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 Holders of such
Securities and any related coupons of all sums due and to become due thereon in respect of principal (and premium, if any) and interest,
if any, but such money need not be segregated from other funds except to the extent required by law.


 


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 312(b) or
the terms of such Security to receive payment in a Currency 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 as contemplated in Section 312(d) or 312(e) or
by the terms of any Security in respect of which the deposit pursuant to Section 1404(a) has been made, the indebtedness represented
by such Security and any related coupons shall be deemed to have been, and will be, fully discharged and satisfied through the payment
of the principal of (and premium, if any) and interest, if any, on such Security as they become 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 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 in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event,
for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 






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The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or 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 related coupons. Notwithstanding
anything to the contrary contained herein, the foregoing sentence shall survive the termination of this Indenture and the earlier resignation
or removal of the Trustee. Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited
to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.


 


SECTION 1406.
Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 with respect
to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and such Securities and any related coupons shall be revived
and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section 1405; provided, however, that if the Company makes
any payment of principal of (or premium, if any) or interest, if any, on any such Security or any related coupon following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities and any related coupons to receive
such payment from the money held by the Trustee or Paying Agent.


 






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ARTICLE 15





MEETINGS
OF HOLDERS OF SECURITIES


 


SECTION 1501.
Purposes for Which Meetings May Be Called. If Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders
of Securities of such series.


 


SECTION 1502.
Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such place in The City of New York or in London as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.


 


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


 






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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 of 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 Person 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.


 


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 of the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once
not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned
meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series
which shall constitute a quorum.


 






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Except
as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities
of such series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Securities of such 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.


 






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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. 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 its 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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(a) 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.








 


(b) 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 Outstanding
Securities of such series held or represented by him (determined as specified in the definition of “Outstanding” in Section 101);
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.


 


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


 






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SECTION 1506.
Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented
by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of
all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series
shall be prepared by the Secretary of the meeting and there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts 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. The provisions of
articles 86 to 94.8 of the Luxembourg law of August 10, 1915 on commercial companies, as amended, are hereby excluded.





 


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.


 


[Remainder of Page Intentionally Left Blank]


 






    111


     


    







 


EXHIBIT A


 


FORMS OF CERTIFICATION






    A-1


     


    

 











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


 


	 	RIGEL
    PHARMACEUTICALS, INC.
	 	as
    Issuer
	 	 	                      
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[TRUSTEE]
	 	as
    Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Indenture]


 






    A-2


     


    










 


EXHIBIT A-1


 





FORM OF CERTIFICATE TO BE GIVEN BY





PERSON ENTITLED TO RECEIVE BEARER SECURITY





OR TO OBTAIN INTEREST PAYABLE PRIOR





TO THE EXCHANGE DATE


 





CERTIFICATE


 





[Insert title or sufficient description





of Securities to be delivered]


 


This
is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations, any estate
the income of which is subject to United States federal income taxation regardless of its source or any trust if a court within the United
States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority
to control all substantial decisions of the trust (“United States person(s)”), (ii) are owned by United States person(s) that
are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own account or
for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Rigel Pharmaceuticals, Inc.
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.


 






    A-1-1


     


    







 





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


 


We
undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein
is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


This
certificate excepts and does not relate to [U.S.$]__________ of such interest in the above-captioned Securities in respect of which we
are not able to certify and as to which we understand an exchange for an interest in a permanent global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify.


 


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.


 






    A-1-2


     


    

 


 


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]


 






    A-1-3


     


    




 


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




 






    A-1-4


     


    

 





EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY [_____]





AND [_________] 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 the income of which is subject to United States Federal income taxation regardless of its source or any trust
if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the trust (“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
Rigel Pharmaceuticals, Inc. 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.


 






    A-2-1


     


    




 


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.


 






    A-2-2


     


    

 


Dated:


 





{To be dated no earlier than the Exchange





Date or the relevant Interest Payment





Date occurring prior to the Exchange Date,





as applicable}


 








	 	[____________]
	 	 
	 	 
	 	[_________]
	 	 
	 	 
	 	 
	 	 
	 	By




 







    A-2-3