Exhibit 4.1


 


GE CAPITAL FUNDING, LLC,


 


as Issuer


 


GENERAL ELECTRIC COMPANY,


 


as Guarantor


 


and


 


THE BANK OF NEW YORK MELLON


 


Trustee


 


INDENTURE


 


Dated as of May 18, 2020



    	 



    	



    


CERTAIN SECTIONS OF THIS INDENTURE RELATING
TO

SECTIONS 310 THROUGH 318,

INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:


 


	TRUST INDENTURE

    ACT SECTION	INDENTURE

    SECTION(S)
	 	 	 
	Section 310	(a)(1)	609
	 	(a)(2)	609
	 	(a)(3)	Not Applicable
	 	(a)(4)	Not Applicable
	 	(b)	608, 610
	Section 311	(a)	613
	 	(b)	613
	Section 312	(a)	701, 702
	 	(b)	702
	 	(c)	702
	Section 313	(a)	703
	 	(b)	703
	 	(c)	703
	 	(d)	703
	Section 314	(a)	704
	 	(a)(4)	101, 1004
	 	(b)	Not Applicable
	 	(c)(1)	102
	 	(c)(2)	102
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	102
	Section 315	(a)	601
	 	(b)	602
	 	(c)	601
	 	(d)	601
	 	(e)	514
	Section 316	(a)	101
	 	(a)(1)(A)	502, 512
	 	(a)(1)(B)	513
	 	(a)(2)	Not Applicable
	 	(b)	508
	 	(c)	104
	Section 317	(a)(1)	503
	 	(a)(2)	504
	 	(b)	1003
	Section 318	(a)	107


 


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



    	 



    	



    


TABLE OF CONTENTS


 


	Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 101	Definitions	1
	Section 102	Compliance Certificates and Opinions	6
	Section 103	Form of Documents Delivered to Trustee	7
	Section 104	Acts of Holders; Record Dates	7
	Section 105	Notices, Etc., to Trustee, Company and Guarantor	9
	Section 106	Notice to Holders; Waiver	9
	Section 107	Conflict with Trust Indenture Act	10
	Section 108	Effect of Headings and Table of Contents	10
	Section 109	Successors and Assigns	10
	Section 110	Separability Clause	10
	Section 111	Benefits of Indenture	10
	Section 112	Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction	10
	Section 113	Legal Holidays	10
	Section 114	Counterparts	11
	Article Two SECURITY FORMS	11
	Section 201	Forms Generally	11
	Section 202	[Reserved]	12
	Section 203	[Reserved]	12
	Section 204	Form of Legend for Global Securities	12
	Section 205	Form of Trustee’s Certificate of Authentication	12
	Article Three THE SECURITIES	12
	Section 301	Amount Unlimited; Issuable in Series	12
	Section 302	Denominations	15
	Section 303	Execution, Authentication, Delivery and Dating	15
	Section 304	Temporary Securities	17
	Section 305	Registration, Registration of Transfer and Exchange	17
	Section 306	Mutilated, Destroyed, Lost and Stolen Securities	18
	Section 307	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	19
	Section 308	Optional Extension of Maturity	21
	Section 309	Persons Deemed Owners	22
	Section 310	Cancellation	22
	Section 311	Computation of Interest; Usury Not Intended	22
	Section 312	CUSIP or ISIN Numbers	22




    	 



    	



    


	Article Four SATISFACTION AND DISCHARGE	23
	Section 401	Satisfaction and Discharge of Indenture	23
	Section 402	Application of Trust Money	23
	Article Five REMEDIES	24
	Section 501	Events of Default	24
	Section 502	Acceleration of Maturity; Rescission and Annulment	25
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	26
	Section 504	Trustee May File Proofs of Claim	26
	Section 505	Trustee May Enforce Claims Without Possession of Securities	27
	Section 506	Application of Money Collected	27
	Section 507	Limitation on Suits	27
	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest	28
	Section 509	Restoration of Rights and Remedies	28
	Section 510	Rights and Remedies Cumulative	28
	Section 511	Delay or Omission Not Waiver	28
	Section 512	Control by Holders	28
	Section 513	Waiver of Past Defaults	29
	Section 514	Undertaking for Costs	29
	Section 515	Waiver of Usury, Stay or Extension Laws	29
	Article Six THE TRUSTEE	29
	Section 601	Certain Duties and Responsibilities	29
	Section 602	Notice of Defaults	30
	Section 603	Certain Rights of Trustee	30
	Section 604	Not Responsible for Recitals or Issuance of Securities	31
	Section 605	May Hold Securities	32
	Section 606	Money Held in Trust	32
	Section 607	Compensation and Reimbursement	32
	Section 608	Conflicting Interests	32
	Section 609	Corporate Trustee Required; Eligibility	33
	Section 610	Resignation and Removal; Appointment of Successor	33
	Section 611	Acceptance of Appointment by Successor	34
	Section 612	Merger, Conversion, Consolidation or Succession to Business	35
	Section 613	Preferential Collection of Claims Against Company	35
	Section 614	Appointment of Authenticating Agent	35
	Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	Section 701	Company to Furnish Trustee Names and Addresses of Holders	36
	Section 702	Preservation of Information; Communications to Holders	37




    	 



    	



    


	Section 703	Reports by Trustee	37
	Section 704	Reports by Company	37
	Article Eight CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	38
	Section 801	Company May Consolidate, Etc., Only on Certain Terms	38
	Section 802	Guarantor May Consolidate, Etc., Only on Certain Terms	38
	Section 803	Successor Substituted for the Company	38
	Section 804	Successor Substituted for the Guarantor	39
	Article Nine SUPPLEMENTAL INDENTURES	39
	Section 901	Supplemental Indentures Without Consent of Holders	39
	Section 902	Supplemental Indentures With Consent of Holders	40
	Section 903	Execution of Supplemental Indentures	41
	Section 904	Effect of Supplemental Indentures	41
	Section 905	Conformity with Trust Indenture Act	42
	Section 906	Reference in Securities to Supplemental Indentures	42
	Article Ten COVENANTS	42
	Section 1001	Payment of Principal, Premium and Interest	42
	Section 1002	Maintenance of Office or Agency	42
	Section 1003	Money for Securities Payments to Be Held in Trust	42
	Section 1004	Statement by Officer as to Default	43
	Section 1005	Existence	43
	Section 1006	Waiver of Certain Covenants	43
	Article Eleven REDEMPTION OF SECURITIES	44
	Section 1101	Applicability of Article	44
	Section 1102	Election to Redeem; Notice to Trustee	44
	Section 1103	Selection by Trustee of Securities to Be Redeemed	44
	Section 1104	Notice of Redemption	44
	Section 1105	Deposit of Redemption Price	45
	Section 1106	Securities Payable on Redemption Date	45
	Section 1107	Securities Redeemed in Part	46
	Article Twelve SINKING FUNDS	46
	Section 1201	Applicability of Article	46
	Section 1202	Satisfaction of Sinking Fund Payments with Securities	46
	Section 1203	Redemption of Securities for Sinking Fund	46
	Article Thirteen REPAYMENT AT THE OPTION OF THE HOLDERS	47
	Section 1301	Applicability of Article	47
	Section 1302	Repayment of Securities	47
	Section 1303	Exercise of Option	47




    	 



    	



    


	Section 1304	When Securities Presented for Repayment Become Due and Payable	47
	Section 1305	Securities Repaid in Part	48
	Article Fourteen DEFEASANCE AND COVENANT DEFEASANCE	48
	Section 1401	Company’s Option to Effect Defeasance or Covenant Defeasance	48
	Section 1402	Defeasance and Discharge	48
	Section 1403	Covenant Defeasance	48
	Section 1404	Conditions to Defeasance or Covenant Defeasance	49
	Section 1405	Acknowledgment of Discharge By Trustee	50
	Section 1406	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	50
	Section 1407	Reinstatement	51
	Section 1408	Qualifying Trustee	51
	Article Fifteen GUARANTEE	51
	Section 1501	Guarantees	51
	Article Sixteen IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES	52
	Section 1601	Exemption from Individual Liability	52




    	 



    	



    


INDENTURE (herein called this “Indenture”),
dated as of May 18, 2020, between GE Capital Funding, LLC, a limited liability company duly organized and existing under the laws
of the State of Delaware (herein called the “Company”), having its principal office at 901 Main Avenue, Norwalk, CT
06801, General Electric Company, a corporation duly organized and existing under the laws of the State of New York (herein called
the “Guarantor”), and The Bank of New York Mellon, a New York corporation having an office in New York, New York, as
Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY AND GUARANTOR


 


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


 


The Guarantor has duly authorized the execution
and delivery of this Indenture as guarantor of the Securities and the Company’s obligations under the Indenture.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
One

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section
101     Definitions.


 


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


 


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


 


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


 


(3)          all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the
United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
in the United States of America at the date of such computation, provided that when two or more principles are so generally accepted,
it shall mean that set of principles consistent with those in use by the Company;


 


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


 


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



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(6)          words importing any gender
include the other genders;


 


(7)          references to statutes are
to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to;


 


(8)          references to “writing”
include printing, typing, lithography and other means of reproducing words in a tangible, visible form;


 


(9)          the words “including,”
“includes” and “include” shall be deemed to be followed by the words “without limitation”;
and


 


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


 


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


 


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


 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.


 


“Authorized Person” means, in
the case of the Company, any Person delegated by any of any manager of the Company, the President, a Vice President, the Secretary,
or an Assistant Secretary to act on such Person’s behalf and, in the case of the Guarantor, any Person delegated by any of
the Chairman of its board of directors, its Chief Executive Officer, the Vice Chairman of its board of directors, its Chief Financial
Officer, its President, its Treasurer, or one of its Vice Presidents to act on such Person’s behalf.


 


“Board of Directors” means either
the board of managers of the Company or any duly authorized committee of that board.


 


“Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors,
or such committee of the Board of Directors or officers of the Company to which authority to act on behalf of the Board of Directors
has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day”, when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or regulation to close.


 


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


 


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



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


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which
office at the date hereof is located at 240 Greenwich Street, Floor 7E, New York, New York 10286.


 


“Corporation” means a corporation,
association, company, limited liability company, joint-stock company or business or statutory trust.


 


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


 


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


 


“Defeasance” has the meaning
specified in Section 1402.


 


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


 


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


 


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


 


“Exchange Rate” has the meaning
specified in Section 501.


 


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


 


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


 


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


 


“Final Maturity” has the meaning
specified in Section 308.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may
be specified as contemplated by Section 301 for such Securities).


 


“Guarantee” means the unconditional
guarantee of the payment of the principal of, any premium or interest on, and any additional amounts with respect to the Securities
by the Guarantor, as fully set forth in Section 1501.


 


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


 


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


 


“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, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.



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


 


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


 


“Investment Company Act” means
the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Maximum Interest Rate” has the
meaning specified in Section 311.


 


“Notice of Default” means a written
notice of the kind specified in Section 501(4).


 


“Officer’s Certificate”
means a certificate signed by any manager of the Company, the President, a Vice President, the Secretary, or an Assistant Secretary
of the Company and delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Company, the Guarantor or any of their respective Affiliates (and who may
be an employee of the Company, the Guarantor or any of their respective Affiliates), and which opinion shall be acceptable to the
Trustee.


 


“Optional Reset Date” has the
meaning specified in Section 307(b).


 


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


 


“Original Stated Maturity” has
the meaning specified in Section 308.


 


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


 


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


 


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


 


(3)          Securities as to which Defeasance
has been effected pursuant to Section 1402; and


 


(4)          Securities which have been
paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any
date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof



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


 


“Paying Agent” means any Person
authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. The Company
initially authorizes and appoints the Trustee as the Paying Agent for each series of the Securities.


 


“Periodic Offering” means an
offering of Securities of a series from time to time the specific terms of which Securities, including the rate or rates of interest
or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company upon the issuance of such Securities.


 


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


 


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


 


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


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of 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 by or pursuant to
this Indenture.


 


“Reset Notice” has the meaning
specified in Section 307(b).


 


“Responsible Officer,” when used
with respect to The Bank of New York Mellon, as Trustee, means an officer in the Corporate Trust Office thereof having direct responsibility
for administration of this Indenture and, including any vice president, assistant vice president, assistant secretary, senior associate,
associate, trust officer,, or



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any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and, in each case, also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.


 


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


 


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


 


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


 


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


 


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


 


“Subsequent Interest Period”
has the meaning specified in Section 307(b).


 


“Subsidiary” means a corporation
more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.


 


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


 


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


 


“U.S. Government Obligation”
has the meaning specified in Section 1404.


 


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


 


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 such certificates
and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer’s Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.



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Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture, other than an Officer’s Certificate required by
Section 1004, shall include:


 


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


 


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


 


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


 


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


 


Section
103     Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section
104     Acts of Holders; Record Dates.


 


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


 


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



    	7



    	



    

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


 


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


 


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


 


The Trustee may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings
referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


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


 


Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or



    	8



    	



    

more duly appointed agents, each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.


 


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


 


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


 


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


 


(2)          the Company by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
delivered, first-class postage prepaid, to the Company addressed to the attention of the President of the Company at the address
of the Company’s principal office specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company, or


 


(3)          the Guarantor by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
delivered, first-class postage prepaid, to the Guarantor addressed to the attention of the Treasurer of the Guarantor at the address
of the Guarantor’s principal office.


 


The Trustee agrees to
accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons,
which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the
risk of interception and misuse by third parties.


 


Notwithstanding any other
provision of the Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication
(including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall
be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or
its designee, including by electronic mail in accordance with accepted practices at the Depositary.


 


Section
106     Notice to Holders; Waiver.


 


Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
delivered, first-class postage prepaid or otherwise delivered in accordance with the procedures of DTC, to each Holder affected
by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by delivery,
neither the failure to deliver such notice, nor any defect in any notice so delivered, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either before or after the event, and such



    	9



    	



    

waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


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


 


Section
107     Conflict with Trust Indenture Act.


 


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


 


Section
108     Effect of Headings and Table of Contents.


 


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


 


Section
109     Successors and Assigns.


 


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


 


Section
110     Separability Clause.


 


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


 


Section
111     Benefits of Indenture.


 


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


 


Section
112     Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction.


 


THIS INDENTURE, THE SECURITIES AND THE GUARANTEES,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.


 


Each of the Company, the Guarantor, the Trustee
and the Holders by their acceptance of the Notes irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Indenture or the transactions contemplated
hereby.


The Company and the
Guarantor each hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in
the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action
or proceeding arising out of or relating to this Indenture, the Guarantees and the Notes, and irrevocably accepts for itself and
in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts, and each waives any objection
it may have under law to venue in such courts and jurisdiction.


 


Section
113     Legal Holidays.



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In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that
such provision shall apply in lieu of this Section 113)) payment of interest or principal (and premium, 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 the Interest Payment Date, Redemption Date, Repayment Date or at the Stated Maturity, and no additional
interest shall accrue as the result of such delayed payment.


 


Section
114     Counterparts.


 


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


 


SECTION 115     Foreign
Account Tax Compliance Act (FATCA).


 


In order to comply with
applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities)
in effect from time to time (“Applicable Law”), the Company agrees (i) to provide to The Bank of New York Mellon sufficient
information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions)
so The Bank of New York Mellon can determine whether it has tax related obligations under Applicable Law, (ii) that The Bank of
New York Mellon shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary
to comply with Applicable Law for which The Bank of New York Mellon shall not have any liability, and (iii) to hold harmless The
Bank of New York Mellon for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms
of this section shall survive the termination of this Indenture.


 


SECTION 116     Patriot
Act.


 


The parties hereto acknowledge
that in accordance with Section 326 of the U.S.A. Patriot Act, the 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 with the Trustee. The parties to this Indenture agree
that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements
of the U.S.A. Patriot Act.


 


Article
Two

SECURITY FORMS


 


Section
201     Forms Generally.


 


The Securities of each series and the Trustee’s
certificate of authentication shall be in substantially such form as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon (including, without limitation, any legends contemplated by Exhibit A hereto where
applicable) as may be required to comply with applicable tax laws or the rules of any securities exchange or automated quotation
system on which the Securities of such series may be listed or traded or the rules of any Depositary therefor or as may, consistently
herewith, be determined to be appropriate by the officers executing such Securities, as evidenced by their execution thereof. If
the form or forms of Securities 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 Corporate Secretary or an Assistant Corporate 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.



    	11



    	



    

The definitive Securities of each series
shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, or engraved on steel engraved
borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed
or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system
on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


 


Section
202     [Reserved]


 


Section
203     [Reserved]


 


Section
204     Form of Legend for Global Securities.


 


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


 


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


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.


 


Section
205     Form of Trustee’s Certificate of Authentication.


 


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


 


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


 


	Date:	The Bank of New York Mellon, 	 
	 	As Trustee	 
	 	 	 
	 	By: 
	 
	 	Authorized Signatory	 
	 	 	 


Article
Three

THE SECURITIES


 


Section
301     Amount Unlimited; Issuable in Series.


 


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



    	12



    	



    

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


 


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


 


(2)          any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906, 1107 or 1305 and except for any Securities which, pursuant to Section 303, are deemed never
to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such
series may from time to time be increased above such amount by a Board Resolution to such effect; provided further, that, if such
additional Securities are not fungible for U.S. federal income tax purposes with the Securities of such series, such additional
Securities shall have a different CUSIP number;


 


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


 


(4)          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 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 and the Regular Record Date, if any, for the interest payable 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 that of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of
such extension or deferral;


 


(5)          the place or places where
the principal of and any premium and interest on any Securities of the series shall be payable, the place or places where the Securities
of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to
or upon the Company in respect of the Securities of such series may be made;


 


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


 


(7)          the obligation or the right,
if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund, amortization or analogous
provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms and conditions upon which any Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


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


 


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


 


(10)        if other than the currency
of the United States of America, the currency, currencies or currency units, including composite currencies, in which the principal
of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof
in the



    	13



    	



    

currency of the United States of America for any purpose,
including for purposes of the definition of “Outstanding” in Section 101;


 


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


 


(12)        the percentage of the principal
amount at which such Securities will be issued and, if other than the principal amount thereof, the portion of the principal amount
of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section
502 or the method by which such portion shall be determined;


 


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


 


(14)        if applicable, that the
Securities of the series, in whole or any specified part, shall not be defeasible or shall be defeasible in a manner varying from
Section 1402 and Section 1403 and, if other than by a Board Resolution, the manner in which any election by the Company to defease
such Securities shall be evidenced;


 


(15)        whether the Securities of
the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all or
such portion of the Securities of such series and provisions for the exchange of such temporary Global Security for one or more
permanent Global Securities or definitive Securities of such series;


 


(16)        if applicable, that any
Securities of the series, or any portion thereof, shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or
in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(17)        if applicable, that the
Securities of the series, in whole or any specified part, shall be subject to the optional interest reset provisions of Section
307(b);


 


(18)        if applicable, that the
Securities of the series, in whole or any specified part, shall be subject to the optional extension of maturity provisions of
Section 308;


 


(19)        any deletion or addition
to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502 or
in any other remedies provided in Article Five;



    	14



    	



    

(20)        any addition to or change
in the covenants set forth in Article Ten which applies to Securities of the series;


 


(21)        the additions or changes,
if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance
of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;


 


(22)        the appointment of any Paying
Agent or Agents for the Securities of such series, if other than the Trustee;


 


(23)        the terms of any right to
convert or exchange Securities of such series into any other securities or property of the Company or of any other corporation
or Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate
such conversion or exchange;


 


(24)        the terms and conditions,
if any, pursuant to which the Securities of the series are secured;


 


(25)        whether the Securities of
the series will be subject to the provisions of Exhibit A hereto or any other restriction or condition on the transferability of
the Securities of such series;


 


(26)        the exchanges, if any, on
which the Securities may be listed; and


 


(27)        any other additional, eliminated
or changed terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 901).


 


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


 


If any of the terms of the Securities 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 an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
of the Officer’s Certificate or Company Order setting forth the terms or the manner of determining the terms of the series.


 


With respect to Securities of a series offered
in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officer’s Certificate, Company Order or
supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be specified in a further Company Order or that such terms
shall be determined by the Company in accordance with other procedures specified in the Company Order contemplated by the third
paragraph of Section 303.


 


Section
302     Denominations.


 


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


 


Section
303     Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Company by any manager of the Company, its President, one of its Vice Presidents or an Authorized Person. The signature
of any of these officers on the Securities may be manual, facsimile or electronic.



    	15



    	



    

The Guarantees shall be executed on behalf
of the Guarantor by it Chairman of its board of directors, its Chief Executive Officer, the Vice Chairman of its board of directors,
its Chief Financial Officer, its President, its Treasurer, one of its Vice Presidents or an Authorized Person. The signature of
any of these officers on the Guarantees may be manual, facsimile or electronic.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered
in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other
procedures (including the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents,
promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such series. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)          that the form or forms of
such Securities have been established by or pursuant to Board Resolution as permitted by Section 201 in conformity with the provisions
of this Indenture;


 


(2)          if the terms of such Securities
have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series
offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and


 


(3)          that such Securities and
the Guarantee thereof, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of each of the Company and
the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 


If such forms or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
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.


 


Notwithstanding the provisions of Section
301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officer’s Certificate or Company Order otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security
of such series to be issued. This paragraph shall not be applicable to Securities of a series that are issued pursuant to the proviso
to Section 301(2).


 


Each Security shall be dated the date of
its authentication.



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With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form or forms
and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication
of Securities of such series.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual, facsimile or electronic signature of one of
its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section
304     Temporary Securities.


 


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


 


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,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.


 


Section
305     Registration, Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in such office being herein sometimes referred to as
the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided. If in accordance with Section 301(5),
the Company designates a transfer agent (in addition to the Security Registrar) with respect to any series of Securities, the Company
may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer
agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any
time designate additional transfer agents with respect to any series of Securities.


 


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


 


At the option of the Holder, Securities of
any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the



    	17



    	



    

Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive.


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company and the Security Registrar 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.


 


If the Securities of any series are to be
redeemed, neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue,
register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during
a period beginning at the opening of business 15 days before the day of the delivering of a notice of redemption of any such Securities
selected for redemption under Section 1103 and ending at the close of business on the day of such delivering, or (B) to register
the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to
be redeemed in part, any portion not to be redeemed.


 


The provisions of Clauses (1), (2), (3) and
(4) below shall apply only to Global Securities:


 


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


 


(2)          Notwithstanding any other
provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue
as Depositary for such Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has ceased to be
a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary,
in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has
become aware of such default or cessation, (B) the Company in its sole discretion determines, subject to the procedures of the
Depositary, that such Global Security will be so exchangeable or transferable or (C) there shall exist such circumstances, if any,
in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.


 


(3)          Subject to Clause (2) above,
any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for
a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)          Every Security authenticated
and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section 305, Section 304, 306, 906, 1107 or 1305 or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof.


 


Section
306     Mutilated, Destroyed, Lost and Stolen Securities.



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If any mutilated Security is surrendered
to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such
mutilated Security in accordance with its customary procedures.


 


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 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 has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new
Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or
registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered
or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection therewith and
shall cancel and dispose of such new Security in accordance with its customary procedures.


 


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


 


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


 


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


 


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


 


Section
307     Payment of Interest; Interest Rights Preserved; Optional Interest Reset.


 


(a)           Except as otherwise provided as contemplated
by Section 301 with respect to any series of Securities, interest on any Security of any series which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest in respect of Securities
of such series, except that, unless otherwise provided in the Securities of such series, interest payable on the Stated Maturity
of the principal of a Security shall be paid to the Person to whom principal is paid. The initial payment of interest on any Security
of any series which is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided
in such Security or in or pursuant to the Board Resolution, Officer’s Certificate, Company Order or supplemental indenture
pursuant to Section 301 with respect to the related series of Securities. Except in the case of a Global Security, at the option
of the Company, interest on any series of Securities may be paid (i) by check delivered to the address of the Person entitled thereto
as it shall appear on the Security Register of such series or (ii) by wire transfer in immediately available funds at such place
and to such account as designated in writing by the Person entitled thereto as specified in the Security Register of such series
at least fifteen days prior to the relevant Interest Payment Date.


 


Any Paying Agents will be identified in accordance
with Section 301, except for the Trustee, who has been appointed as Paying Agent for the Securities as provided in the definition
of “Paying Agent” contained in Section 101. The Company may at any time designate additional Paying Agents or rescind
the designation of any Paying



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Agent; however, the Company at all times will be required to
maintain a Paying Agent in each Place of Payment for each series of Securities.


 


Unless otherwise provided as contemplated
by Section 301 with respect to any series of Securities, any interest on any Security of any series which is payable, but is not
timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2)
below:


 


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


 


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


 


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


 


(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,
such notice to contain the information to be included in the Trustee’s notice referred to in the following sentence. If the
Company exercises such option, 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 that the Company
has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable),
and (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.



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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.


 


Subject to the foregoing provisions of this
Section 307 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 Stated 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 date (the “Final 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 Stated
Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”), such notice
to contain the information to be included in the Trustee’s notice referred to in the following sentence. 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 Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the
Company to extend the Maturity, (ii) the new Stated Maturity, (iii) the interest rate 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 Stated 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.


 


Notwithstanding the foregoing, not later
than 20 days before the Original Stated 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 to the Holder of such Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated 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 on the Original Stated Maturity at
a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original
Stated 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 Original Stated Maturity and except that, if the Holder has tendered any Security
for



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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 Original
Stated Maturity.


 


Section
309     Persons Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and (subject to the record date provisions of Section 104) for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.


 


Section
310     Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 310, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be treated
in accordance with its document retention policies.


 


Section
311     Computation of Interest; Usury Not Intended.


 


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


 


The amount of interest (or amounts deemed
to be interest under applicable law) payable or paid on any Security shall be limited to an amount which shall not exceed the maximum
nonusurious rate of interest allowed by the applicable laws of the State of New York, or any applicable law of the United States
permitting a higher maximum nonusurious rate that preempts such applicable New York law, which could lawfully be contracted for,
taken, reserved, charged or received (the “Maximum Interest Rate”). If, as a result of any circumstances whatsoever,
the Company or any other Person is deemed to have paid interest (or amounts deemed to be interest under applicable law) or any
Holder of a Security is deemed to have contracted for, taken, reserved, charged or received interest (or amounts deemed to be interest
under applicable law), in excess of the Maximum Interest Rate, then, ipso facto, the obligation to be fulfilled shall be reduced
to the limit of validity, and if under any such circumstance, the Trustee, acting on behalf of the Holders, or any Holder shall
ever receive interest or anything that might be deemed interest under applicable law that would exceed the Maximum Interest Rate,
such amount that would be excessive interest shall be applied to the reduction of the principal amount owing on the applicable
Security or Securities and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of
any such Security or Securities, such excess shall be refunded to the Company; provided that the Company and not the Trustee shall
be responsible for collecting any such refund from the Holders. In addition, for purposes of determining whether payments in respect
of any Security are usurious, all sums paid or agreed to be paid with respect to such Security for the use, forbearance or detention
of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term
of such Security.


 


Section
312     CUSIP or ISIN Numbers.


 


The Company in issuing the Securities may
use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
or “ISIN” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that
no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the



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other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee
in writing of any change in “CUSIP” or “ISIN” numbers.


 


Article
Four

SATISFACTION AND DISCHARGE


 


Section
401     Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Company Request
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for and as otherwise provided in this Section 401), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


	 	(1)	either


 


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


 


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


		(i)	have become due and payable, or



 


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



 


		(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,



 


and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


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


 


Section
402     Application of Trust Money.



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Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with the Trustee.


 


Article
Five

REMEDIES


 


Section
501     Events of Default.


 


“Event of Default”, wherever
used herein with respect to the 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):


 


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


 


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


 


(3)          default in the deposit of
any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such default for a period
of 30 days; or


 


(4)          default in the performance,
or breach, in any material respect, of any covenant or warranty of the Company or of the Guarantor, by the Company or the Guarantor,
in this Indenture with respect to a Security of that series (other than a covenant or warranty a default in the performance of
which or the breach of which is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for
a period of 90 days after there has been given, by registered or certified delivery, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
under this Indenture; or


 


(5)          the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or Guarantor in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company or Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or Guarantor 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
the Guarantor or of any substantial part of its respective property, or ordering the winding up or liquidation of its respective
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


 


(6)          the commencement by the Company
or the Guarantor of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Company or the Guarantor in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief
under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian,



    	24



    	



    

receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or the Guarantor or of any substantial part of its property, or the making by it of an
assignment of a substantial part of its property for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company or the Guarantor in furtherance
of any such action; or


 


(7)          any other Event of Default
provided with respect to Securities of that series,


 


provided, however, that no event described in Clause
(4), Clause (5), Clause (6) and Clause (7) above shall constitute an Event of Default hereunder until a Responsible Officer has
received written notice thereof as contemplated in Section 602.


 


Notwithstanding the foregoing provisions
of this Section 501, if the principal or any premium or interest on any Security is payable in a currency other than the currency
of the United States of America and such currency is not available to the Company for making payment thereof due to the imposition
of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations
to Holders of the Securities by making such payment in the currency of the United States of America in an amount equal to the currency
of the United States of America equivalent of the amount payable in such other currency, as determined by the Trustee by reference
to the noon buying rate in The City of New York for cable transfers for such currency (“Exchange Rate”), as such Exchange
Rate is reported or otherwise made available by the Federal Reserve Bank of New York on the date of such payment, or, if such rate
is not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this
Section 501, any payment made under such circumstances in the currency of the United States of America where the required payment
is in a currency other than the currency of the United States of America will not constitute an Event of Default under this Indenture.


 


Section
502     Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event
of Default specified in Section 501(7) which is common to all Outstanding series of Securities) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable. If an Event of Default under Section 501(7) which is common to all Outstanding series of Securities occurs and
is continuing, then in such case, the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities
then Outstanding hereunder (treated as one class), by a notice in writing to the Company and the Guarantor (and to the Trustee
if given by Holders) may declare the principal amount (or, if any Securities are Original Issue Discount Securities, such portion
of the principal amount as may be specified by the terms thereof) of all the Securities then Outstanding to be due and payable
immediately, and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.


 


At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article Five, the Event of Default giving rise to such declaration of acceleration
shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act,
be deemed to have been rescinded and annulled, if:


 


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


 


(A)          all overdue installments
of interest on all Securities of that series,



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


 


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


 


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


 


(2)          all Events of Default with
respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 


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


 


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


 


The Company covenants that if


 


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


 


(2)          default is made in the payment
of the principal of (or premium, if any, on) any Security at the Maturity thereof, or


 


(3)          default is made in the deposit
of any sinking fund payment, when and as due by the terms of any Security and such default continues for a period of 30 days,


 


the Company will, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any
premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,
all amounts owing the Trustee, its agents and counsel under Section 607.


 


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


 


Section
504     Trustee May File Proofs of Claim.


 


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


 


No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the



    	26



    	



    

Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may,
on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


 


Section
505     Trustee May Enforce Claims Without Possession of Securities.


 


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


 


Section
506     Application of Money Collected.


 


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


 


FIRST: To the payment of all amounts due
the Trustee under Section 607;


 


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


 


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


 


Section
507     Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to
affect, disturb or prejudice the rights of any



    	27



    	



    

other Holders of Securities, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders.


 


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


 


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


 


Section
509     Restoration of Rights and Remedies.


 


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


 


Section
510     Rights and Remedies Cumulative.


 


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


 


Section
511     Delay or Omission Not Waiver.


 


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


 


Section
512     Control by Holders.


 


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


 


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


 


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


 


(3)          subject to the provisions
of Section 601, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the
Trustee shall, in good faith, determine that the proceeding so directed would involve the Trustee in personal liability or would
otherwise be contrary to applicable law.



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Section
513     Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


Section
514     Undertaking for Costs.


 


All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit,
and such court may in its discretion assess reasonable costs including reasonable attorneys’ fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section 514 shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or
to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security, on or
after the respective due dates expressed in such Security.


 


Section
515     Waiver of Usury, Stay or Extension Laws.


 


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


 


Article
Six

THE TRUSTEE


 


Section
601     Certain Duties and Responsibilities.


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act; provided, that (i) notwithstanding Section 315(a)(2) of the Trust Indenture Act,
the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts, statements, opinions
or conclusions stated in the certificates or opinions referred to therein, and (ii) except during the continuance of an Event of
Default, no implied covenants or obligations shall be read into this Indenture against the Trustee. Notwithstanding the foregoing,
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. 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.



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Section
602     Notice of Defaults.


 


If a default occurs hereunder with respect
to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section 602, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of such series.


 


The Trustee shall not be required to take
notice or be deemed to have notice or knowledge of any Event of Default with respect to the Securities of a series, except an Event
of Default under Section 501(1), Section 501(2) or Section 501(3) hereof (provided, that the Trustee is the principal Paying Agent
with respect to the Securities of such series), unless a Responsible Officer shall have received written notice of such Event of
Default in accordance with Section 105 from the Company, any Subsidiary or the Holder of any Security, which notice states that
the event referred to therein constitutes an Event of Default.


 


Section
603     Certain Rights of Trustee.


 


Subject to the provisions of Section 601:


 


(1)          the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, 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;


 


(2)          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 shall be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(6)          the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, 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;


 


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



    	30



    	



    


(8)          the Trustee is not required
to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture;


 


(9)          in the event the Trustee
receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Securities of a series, each
representing less than a majority in aggregate principal amount of the Securities of such series Outstanding, the Trustee, in its
sole discretion, may determine what action, if any, shall be taken;


 


(10)        the Trustee’s immunities
and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture
shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification,
together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal and the satisfaction
and discharge of this Indenture;


 


(11)        except for information provided
by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum
or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance
with any state or federal securities laws in connection with the Securities;


 


(12)        the Trustee shall not be
liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;


 


(13)        the Trustee shall not be
responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused
by, directly or indirectly, forces beyond its control, including without limitation strikes, work stoppages, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software or hardware) services;


 


(14)        the Trustee will not be
liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture;


 


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


 


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


 


(17)        the permissive right of
the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty.


 


(18)        The Trustee shall not be
liable for any error of judgement made in good faith by a Responsible Officer unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts.


 


Section
604     Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company or the Guarantor,
and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or



    	31



    	



    

sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds
thereof.


 


Section
605     May Hold Securities.


 


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


 


Section
606     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 with the Company.


 


Section
607     Compensation and Reimbursement.


 


The Company and the Guarantor agree:


 


(1)          to pay to the Trustee from
time to time such compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree
in writing from time to time (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 negligence
or willful misconduct; and


 


(3)          to jointly and severally
indemnify the Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense incurred without negligence
or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except those attributable to its negligence or willful misconduct, as
determined in a final, non-appealable order of a court of contempt jurisdiction.


 


The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity under this Section 607. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel and, in the event the subject matter of the claim involves a conflict of
interest between the Company and the Trustee, the Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.


 


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


 


Without prejudice to any other rights available
to the Trustee under applicable law, in the event the Trustee incurs expenses or renders services in any proceedings which result
from an Event of Default under Section 501(5) or (6), or from any default which, with the passage of time, would become such Event
of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration
under the United States Bankruptcy Code or equivalent law.


 


Section
608     Conflicting Interests.



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If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted
by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series or by virtue of being trustee under the Senior Note Indenture dated as of January
1, 2003, between the Company and The Bank of New York Mellon, as trustee, and the Indenture dated as of December 1, 2005, between
The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee.


 


Section
609     Corporate Trustee Required; Eligibility.


 


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


 


Section
610     Resignation and Removal; Appointment of Successor.


 


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


 


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


 


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


 


If at any time:


 


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


 


(2)          the Trustee shall cease to
be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, 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, (A) the Company, acting pursuant to
the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (B) subject to Section 514, 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.



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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) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required
by Section 611, 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.


 


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


 


Section
611     Acceptance of Appointment by Successor.


 


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


 


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 Guarantor, 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 Trustee’s 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.



    	34



    	



    

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


 


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


 


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


 


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


 


Section
613     Preferential Collection of Claims Against Company.


 


If and when the Trustee shall be or become
a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor). For purposes of Section 311(b)(4)
and (6) of the Trust Indenture Act:


 


(a)          “cash transaction”
means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks and payable upon demand; and


 


(b)          “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company
(or any such obligor) for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the
security; provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the
Company (or any such obligor) arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance
or obligation.


 


Section
614     Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. 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,



    	35



    	



    

having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by federal or state authority. If such Authenticating Agent 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 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 614.


 


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
of the corporate agency or corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder,
provided such corporation shall be otherwise eligible under this Section 614, 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 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to
the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve. 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 614.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 614.


 


If an appointment with respect to one or
more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 


	Date:	The Bank of New York Mellon,	 
	 	As Trustee	 
	 	 	 
	 	By:
	 
	 	as Authenticating Agent	 
	 	 	 
	 	By:
	 
	 	Authorized Officer	 


 


Article
Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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



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


 


(1)          semi-annually, not later
than January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Securities of each series as of the preceding January 1 or July 1 as the case may be, and


 


(2)          at such other times as the
Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is furnished;


 


provided, however, that if and so long as the Trustee
shall be Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities.


 


Section
702     Preservation of Information; Communications to Holders.


 


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


 


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


 


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


 


Section
703     Reports by Trustee.


 


The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.


 


If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such Section 313(a).


 


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


 


Section
704     Reports by Company


 


The Company and the Guarantor shall file
with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture
Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission.


 


Delivery of any reports, information and
documents by the Company and the Guarantor to the Trustee pursuant to the provisions of this Section 704 is for informational purposes
only and the Trustee’s receipt of same shall not constitute actual or constructive notice of any information contained therein
or determinable from information contained therein, including the Company’s or the Guarantor’s compliance with any
of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).



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Article
Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
801     Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or
merge into any other Person unless:


 


(1)           in case the Company shall
consolidate with or merge into another Person, the Person formed by such consolidation or into which the Company is merged shall
be a corporation, partnership, trust or other entity, and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium
and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company
to be performed or observed;


 


(2)          immediately after giving
effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing; and


 


(3)          the Company has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such consolidation or merger and such supplemental
indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have
been complied with.


 


Section
802     Guarantor May Consolidate, Etc., Only on Certain Terms.


 


The Guarantor shall not consolidate with
or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person
unless:


 


(1)          in case the Guarantor shall
consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance
or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, partnership,
trust or other entity, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the performance or observance of Guarantor’s guarantees and this Indenture;


 


(2)          immediately after giving
effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing; and


 


(3)          the Company has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer
or lease and such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating
to such transaction have been complied with.


 


Section
803     Successor Substituted for the Company.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person in accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company herein;


 


Such successor Person may cause to be signed,
and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of
the Company and



    	38



    	



    

subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which
such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to
such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as
the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


 


In case of any such consolidation or merger,
such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.


 


Section
804     Successor Substituted for the Guarantor.


 


Upon any consolidation of the Guarantor with,
or merger of the Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of the Guarantor
substantially as an entirety in accordance with Section 802, the successor Person formed by such consolidation or into which the
Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Guarantor under this Indenture with the same effect as if such successor Person had been named as
the Guarantor herein; and in the event of any such conveyance or transfer (but not in the case of a lease) the Guarantor shall
be discharged from all obligations and covenants under the Indenture and under its Guarantee.


 


Article
Nine

SUPPLEMENTAL INDENTURES


 


Section
901     Supplemental Indentures Without Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


(5)          to add to, change or eliminate
any of the provisions of this Indenture in respect of one or more series of Securities; provided, however, that if such addition,
change or elimination shall adversely affect the interests of Holders of Securities of any series in any material respect, such
addition, change or



    	39



    	



    

elimination shall become effective with respect to
such series only when no such Security of such series remains Outstanding; or


 


(6)          to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company or
the Guarantor; or


 


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


 


(8)          to provide for uncertificated
securities in addition to certificated securities; or


 


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


 


(10)        to cure any ambiguity, or
to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; or


 


(11)        to make any other provisions
with respect to matters or questions arising under this Indenture, provided that (i) in the case of any such cure, correction,
supplement, matter, question, amendment or modification to (or which results in any change to) the Guarantee, shall not adversely
affect the interests of the holders of any Securities then Outstanding, and (ii) in all other cases, such action shall not adversely
affect the interests of the Holders of Securities of any series in any material respect; or


 


(12)        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 or any other series of Securities in any material respect; or


 


(13)        to comply with the rules
or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded;
or


 


(14)        to add to, change or eliminate
any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture
Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities in any material respect;
or


 


(15)        to provide for the payment
by the Company of additional amounts in respect of taxes imposed on certain Holders and for the treatment of such additional amounts
as interest and for all matters incidental thereto; or


 


(16)        to add Guarantors with respect
to the Securities or release a Guarantor from its obligations under its Guarantee or this Indenture in accordance with the applicable
provisions of this Indenture.


 


Section
902     Supplemental Indentures With Consent of Holders.


 


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



    	40



    	



    


(1)          except to the extent permitted
by Section 307(b) or Section 308 or otherwise specified in the form or terms of the Securities of any series as permitted by Sections
201 and 301 with respect to extending the Stated Maturity of any Security of such series, change the Stated Maturity of the principal
of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount
Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security 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, on or after the Redemption Date or Repayment Date) or make any changes to
any Guarantee that would adversely affect Holders, or


 


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


 


(3)          modify any of the provisions
of this Section 902, Section 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references
to “the Trustee” and concomitant changes in this Section 902 and Section 1006, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(9), or


 


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


 


(5)          if the Securities of any
series are secured, change the terms and conditions pursuant to which the Securities of such series are secured in a manner adverse
to the Holders of the secured Securities of such series in any material respect.


 


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


 


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


 


Section
903     Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon,
an Officer’s Certificate and 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.



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


 


Section
905     Conformity with Trust Indenture Act.


 


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


 


Section
906     Reference in Securities to Supplemental Indentures.


 


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


 


Article
Ten

COVENANTS


 


Section
1001     Payment of Principal, Premium and Interest.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section
1002     Maintenance of Office or Agency.


 


The Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture may be served. The Company initially appoints the
Trustee, acting through its Corporate Trust Office, as its agent for said purpose. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


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


 


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


 


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



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


 


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


 


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


 


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


 


Section
1004     Statement by Officer as to Default.


 


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


 


Section
1005     Existence.


 


Subject to Article Eight and the Company’s
ability to convert into a limited liability company, limited partnership or limited liability partnership under applicable law,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.
On and after any conversion of the Company into a limited liability company, limited partnership or limited liability partnership
under applicable law, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
its limited liability company, limited partnership or limited liability partnership existence, as applicable.


 


Section
1006     Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(20), 901(2)
or 901(7) for the benefit of the Holders of such series or in Section 1005, if the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term,



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provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force and effect.


 


Article
Eleven

REDEMPTION OF SECURITIES


 


Section
1101     Applicability of Article.


 


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


 


Section
1102     Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Company Order or in another manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Company, the Company shall, not less than 45 nor more than 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or condition.


 


Section
1103     Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected , from the Outstanding Securities of
such series not previously called for redemption, by such method in accordance with the standard procedures of DTC and which may
provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor
are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected
from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the
preceding sentence. For book-entry Securities subject to redemption, any redemption will be administered in compliance with the
procedures of DTC or other relevant depositary.


 


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


 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall
not be included in the Securities selected for redemption.


 


Section
1104     Notice of Redemption.



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Notice of redemption shall be given by first-class
delivery, postage prepaid, or otherwise delivered in accordance with the procedures of DTC not less than 10 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


With respect to Securities of each series
to be redeemed, each notice of redemption shall identify the Securities to be redeemed (including CUSIP or ISIN numbers, if applicable)
and shall state:


 


(1)          the Redemption Date,


 


(2)          the Redemption Price, or
if not then ascertainable, the manner of calculation thereof,


 


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


 


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


 


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


 


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


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company provided, however, that the Company has delivered to the Trustee, at least 45 days prior
to the redemption date (unless a shorter notice shall be satisfactory to the Trustee), an Officer’s Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.
Any such notice of redemption shall be irrevocable. The notice if delivered in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by
delivery or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security.


 


Section
1105     Deposit of Redemption Price.


 


On or before the Redemption Date specified
in the notice of redemption given as provided in Section 1104, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid
interest on, all the Securities which are to be redeemed on that date.


 


Section
1106     Securities Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such Securities, or



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one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


Section
1107     Securities Redeemed in Part.


 


Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination (which shall not be less than the minimum authorized denomination) as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


Article
Twelve

SINKING FUNDS


 


Section
1201     Applicability of Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities of any series is herein referred to as a “mandatory sinking fund payment”,
and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such Securities is
herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities of any series,
the cash amount of any 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 such Securities.


 


Section
1202     Satisfaction of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities
as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


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 Officer’s Certificate specifying
the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and stating the basis for any such credit and that such Securities have not previously
been so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to 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



    	46



    	



    

name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


 


Article
Thirteen

REPAYMENT AT THE OPTION OF THE 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 Thirteen.


 


Section
1302     Repayment of Securities.


 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid
at a price equal to the principal amount thereof and any premium thereon, together with interest 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 Section 1003) an amount of money sufficient to pay the principal (or, if so provided by the terms of the Securities
of any series, a percentage of the principal) of, the premium, if any, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date.


 


Section
1303     Exercise of Option.


 


Securities of any series subject to repayment
at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities.
To be repaid at the option of the Holder, 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 principal amount of such Security is to be repaid in accordance
with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination
for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for
the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount
of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment,
the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series
of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof and as provided in Sections 307(b) and 308, exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.


 


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


 


If Securities of any series providing for
repayment at the option of the Holders thereof shall have been surrendered as provided in this Article Thirteen 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. Upon surrender of any such Security for repayment in accordance with such provisions,
the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest and/or premium,
if any, to (but excluding) the Repayment Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest, if any, whose Stated Maturity is on or



    	47



    	



    

prior to the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 307.


 


If 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) and any premium shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield
to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.


 


Section
1305     Securities Repaid in Part.


 


Upon surrender of any 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, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security
so surrendered which is not to be repaid.


 


Article
Fourteen

DEFEASANCE AND COVENANT DEFEASANCE


 


Section
1401     Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at any
time, to have Section 1402 or Section 1403 applied to any Securities or any series of Securities, as the case may be, (unless designated
pursuant to Section 301 as not being defeasible pursuant to such Section 1402 or 1403), in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article Fourteen. Any such election
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.


 


Section
1402     Defeasance and Discharge.


 


Upon the Company’s exercise of its
option (if any) to have this Section 1402 applied to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section 1402 on
and after the date the conditions set forth in Section 1404 are satisfied (hereinafter called “Defeasance”). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities
to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section 1406, payments in
respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations
with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise
its option (if any) to have this Section 1402 applied to any Securities notwithstanding the prior exercise of its option (if any)
to have Section 1403 applied to such Securities.


 


Section
1403     Covenant Defeasance.


 


Upon the Company’s exercise of its
option (if any) to have this Section 1403 applied to any Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under any covenants provided pursuant to Section 301(20), 704 (to the extent of any covenants
in addition to the requirements of the Trust Indenture Act), 901(2) or 901(7) for the benefit of the Holders of such Securities
and (2) the occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section
301(20), 704 (to the extent of any covenants in addition to the requirements of the Trust Indenture Act), 901(2) or 901(7)),



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shall be deemed not to be or result in an Event of Default,
in each case with respect to such Securities as provided in this Section 1403 on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


 


Section
1404     Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
the application of Section 1402 or Section 1403 to any Securities or any series of Securities, as the case may be:


 


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


 


(2)          In the event of an election
to have Section 1402 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities
will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same
times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)          In the event of an election
to have Section 1403 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for federal
income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will
be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.



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(4)          No event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall
have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and
(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not
be deemed satisfied until after such 90th day).


 


(5)          Such Defeasance or Covenant
Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).


 


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


 


(7)          Such Defeasance or Covenant
Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under the Investment Company Act or exempt from registration thereunder.


 


(8)          The Company shall have delivered
to the Trustee an agreement whereby the Company irrevocably agrees to forfeit its right, if any, (A) to reset the interest rate
of such Securities pursuant to Section 307(b) and (B) to extend the Stated Maturity of such Securities pursuant to Section 308.


 


(9)          If the Securities are to
be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption
shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.


 


(10)        The Company shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect
to such Defeasance or Covenant Defeasance have been complied with.


 


Section
1405     Acknowledgment of Discharge By Trustee.


 


Subject to Section 1407 below and after the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent referred to in Section 1404 relating to the Defeasance or Covenant Defeasance, as the case may be, have been complied
with, the Trustee upon request of the Company shall acknowledge in writing the Defeasance or the Covenant Defeasance, as the case
may be.


 


Section
1406     Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section 1406, the Trustee and any such other trustee are referred to collectively
as the “Trustee”) pursuant to Section 1404 in respect of any Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not
be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section
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 Outstanding Securities.



    	50



    	



    

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 U.S.
Government Obligations held by it as provided in Section 1404 with respect to any Securities 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 the Defeasance or Covenant Defeasance, as the
case may be, with respect to such Securities.


 


Section
1407     Reinstatement.


 


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


 


Section
1408     Qualifying Trustee.


 


Any trustee appointed pursuant to Section
1404 for the purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement in form acceptable
to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled
to conclusively rely, that all conditions precedent provided for herein to the related Defeasance or Covenant Defeasance have been
complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee.


 


Article
Fifteen

GUARANTEE


 


Section
1501     Guarantees.


 


The Guarantor hereby fully, irrevocably and
unconditionally guarantees (the “Guarantee”) (i) the payment of the principal (including premium, if any) of and any
interest and any additional amounts with respect to each Security, and the payment of the sinking fund payments, if any, provided
for pursuant to the terms of each Security, as the same shall become due and payable after any applicable grace period (whether
at maturity or upon redemption, declaration or otherwise), to each Holder entitled to receive such payments under the Securities
(as determined by this Indenture) and to the Trustee, and (ii) the due and punctual payment and performance of the Company’s
other obligations under the indenture.


 


The Guarantor hereby agrees that its obligations
hereunder shall be irrevocable and unconditional, irrespective of the validity, legality or enforceability of any Security to which
the Guarantees apply, the absence of any action to enforce such Security, the recovery of any judgment against the Company or any
action to enforce the same or any insolvency, bankruptcy, reorganization or similar proceeding of or with respect to the Company
or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor
hereby expressly waives, to the fullest extent permitted by applicable law, all respective rights of setoff, recoupment and counterclaim
(provided that nothing herein shall prevent the assertions of such claims by separate suit or compulsory counterclaim), the benefit
of any statute of limitations affecting such Guarantor’s liability hereunder, diligence, presentment, demand or payment,
filing of claims with a court in the event of merger or insolvency, bankruptcy, reorganization or similar proceeding of or with
respect to the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security
or the indebtedness evidenced thereby and all demands whatsoever and covenants that its Guarantee will not be discharged except
by complete performance of the obligations contained in its Guarantee. The Guarantor hereby further expressly waives all other
defenses or benefits with respect to its Guarantee that may be afforded by applicable law limiting the liability of or exonerating
guarantors as sureties.



    	51



    	



    

An Event of Default under, non-payment of
or acceleration of any series of the Securities shall entitle the Holder thereof to exercise their rights and remedies against
the Guarantor under its Guarantee in the same manner and to the same extent as they have the right to do so against the Company
under the terms of this Indenture when and as originally executed (as amended pursuant to the terms of this Indenture). If any
principal, interest or other amounts on any Security is rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, reorganization or similar proceeding of or with respect to the Company, the Guarantor’s obligations under its
Guarantee with respect to such payment will be reinstated as though such payment has been due but not made at such time.


 


Until the Holder of said Security has received,
from the Company or out of its assets, or from the Guarantor or out of its assets, moneys which such Holder is entitled to retain
for its own account, equal in the aggregate to the unpaid principal amount of (including premium, if any, on) said Security plus
all accrued and unpaid interest thereon and any additional amounts with respect to each Security, the Guarantor will remain liable
on its Guarantee.


 


The Guarantor shall be subrogated to all
rights of the Holder of the Security to which its Guarantee applies against the Company in respect of any amounts paid by such
Guarantor pursuant to the provisions of such Guarantee; provided that the Guarantor shall not be entitled to enforce or receive
any payment arising out of, or based upon, such right of subrogation until all amounts due on or to become due on or in respect
of all the Securities to which the Guarantees relate shall have been paid in full or duly provided for.


 


Each Guarantee constitutes a guarantee of
payment and not collection and is unsecured and ranks equally and ratably with all other unsecured obligations of the Guarantor.


 


Article
Sixteen

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS, DIRECTORS AND EMPLOYEES


 


Section
1601     Exemption from Individual Liability.


 


No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company,
the Guarantor, any Subsidiary or any successor corporation, either directly or through the Company or the Guarantor, 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 this Indenture and the obligations issued hereunder are solely corporate obligations of the Company or the Guarantor,
and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers,
directors, or employees, as such, of the Company, the Guarantor, any Subsidiary or any successor corporation, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained
in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common
law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder,
officer, director or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such
Securities.



    	52



    	



    

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


 


	Dated:	GE CAPITAL FUNDING LLC
	 	 
	 	 	By: /s/ Michael Taets
	 
	 	 	Name: 	Michael Taets	 
	 	 	Title:	President	 
	Attest:	 	 	 
	 	 	 	 
	/s/ Fred Robustelli	 	 
	Name: 	Fred Robustelli	 	 	 
	Title:	Assistant Secretary	 	 	 
	 	 	 	 	 
	 	 	GENERAL ELECTRIC COMPANY
	 	 	as Guarantor
	 	 	 
	 	 	By: /s/ Robert Giglietti
	 
	 	 	Name:	Robert Giglietti	 
	 	 	Title:	Authorized Signatory	 
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON
	 	 	as Trustee
	 	 	 
	 	 	By: /s/ Francine Kincaid
	 
	 	 	Name: 	Francine Kincaid	 
	 	 	Title:	Vice President	 




    	 



    	



    


Exhibit A


 


PROVISIONS RELATING TO RESTRICTED SECURITIES


 


This Exhibit A will be applicable to the
Securities issued by the Company pursuant to this Indenture if the Company shall establish pursuant to Section 201 of this Indenture
that (a) the Securities are to be subject to the terms of this Exhibit A or (b) the Securities originally issued are to bear the
Restricted Legend.


 


	 	1.	Definitions.



 


Capitalized terms used but not otherwise
defined in this Appendix A shall have the meanings assigned to them in this Indenture. For the purposes of this Exhibit A, the
following terms shall have the meanings indicated below:


 


“Certificated Security”
means a Security in definitive registered form without coupons.


 


“Offshore Global Security”
means a Global Security that bears the Regulation S Restricted Legend representing Securities issued and sold or delivered, as
applicable, pursuant to Regulation S.


 


“QIB” means a qualified
institutional buyer as defined in Rule 144A.


 


“Regulation S” means
Regulation S under the Securities Act.


 


“Regulation S Certificate”
means a certificate substantially in the form of Exhibit D to this Indenture.


 


“Regulation S Restricted
Legend” means the legend set forth in Exhibit B to this Indenture.


 


“Restricted Legend” means
the Regulation S Restricted Legend and the U.S. Restricted Legend.


 


“Restricted Period” means
the relevant 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144A” means Rule
144A under the Securities Act.


 


“Rule 144A Certificate”
means (a) a certificate substantially in the form of Exhibit E to this Indenture or (b) a written certification addressed to the
Company and the Trustee to the effect that the Person making such certification (i) is acquiring such Security (or beneficial interest)
for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each
such account is a QIB, (ii) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A and (iii) acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.



    	Exhibit A-1



    	



    


“U.S. Global Security”
means a Global Security that bears the U.S. Restricted Legend representing Securities issued and sold or delivered, as applicable,
to QIBs in reliance on Section 4(a)(2) under the Securities Act or Rule 144A.


 


“U.S. Restricted Legend”
means a legend substantially in the form of Exhibit C to this Indenture.


 


		2.	Restricted Legend.



 


(a)       Except
as otherwise provided in Section 2(c) or (d) of this Exhibit A, or Section 3(b)(3), (b)(5) or (c) of this Exhibit A, each Security
originally issued and sold or delivered, as applicable, pursuant to Section 4(a)(2) under the Securities Act or Rule 144A will
bear the U.S. Restricted Legend.


 


(b)       Except
as otherwise provided in Section 2(c) or (d) of this Exhibit A, or Section 3(b)(3), (b)(5) or (c) of this Exhibit A, each Security
originally issued and sold or delivered, as applicable, in reliance on Regulation S will bear the Regulation S Restricted Legend.


 


(c)       (i)
If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably
require) that a Security is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without
the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure
that subsequent transfers of the Security (or a beneficial interest therein) are effected in compliance with the Securities Act
or (ii) after a Security is (A) sold pursuant to an effective registration statement under the Securities Act, or (B) is validly
tendered for exchange into Securities that contain terms substantially identical to such Security and will be registered under
the Securities Act, the Company may instruct the Trustee to cancel such Security and issue to the Holder thereof (or to its transferee)
a new Security of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the
Restricted Legend, and the Trustee will comply with such instruction.


 


(d)       If
Global Securities are exchanged for Certificated Securities pursuant to Section 305 of this Indenture, then the Certificated Securities
issued in exchange for any such Global Securities that are Offshore Global Securities will not bear the Restricted Legend.


 


(e)       By
its acceptance of any Security bearing the Restricted Legend (or any beneficial interest in such a Security), each Holder thereof
and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Security (and any such beneficial
interest) set forth in this Indenture (including this Exhibit A) and in the Restricted Legend and agrees that it will transfer
such Security (and any such beneficial interest) only in accordance with this Indenture (including this Exhibit A) and such legend.



    	Exhibit A-2



    	



    


		3.	Restrictions on Transfer and Exchange.



 


(a)          The
transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this Section 3 and
Section 305 of this Indenture and, in the case of a Global Security (or a beneficial interest therein), the applicable rules and
procedures of the Depositary, Common Depositary or any other relevant clearing system. The Trustee shall refuse to register any
requested transfer or exchange that does not comply with the preceding sentence.


 


(b)         Subject
to paragraph (c) of this Section 3, the transfer or exchange of any Security (or a beneficial interest therein) of the type set
forth in column A below for a Security (or a beneficial interest therein) of the type set forth opposite in column B below may
only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite
in column C below.


 


	A	B	C
	U.S. Global Security	U.S. Global Security	(1)
	U.S. Global Security	Offshore Global Security	(2)
	U.S. Global Security	Certified Security	(3)
	Offshore Global Security	U.S. Global Security	(4)
	Offshore Global Security	Offshore Global Security	(1)
	Offshore Global Security	Certificated Security	(5)
	Certificated Security	U.S. Global Security	(4)
	Certificated Security	Offshore Global Security	(2)
	Certificated Security	Certificated Security	(3)
	 	 	 


		(1)	No certification is required.



 


		(2)	The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation
S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that
does not bear the Restricted Legend, then no certification is required.



 


		(3)	The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule
144A Certificate or (y) a duly completed Regulation S Certificate and/or an Opinion of Counsel and such other certifications and
evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance
with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested
transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification
is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed
Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Security that does not bear the Restricted Legend is
surrendered for transfer or exchange, upon transfer




    	Exhibit A-3



    	



    

	 	 	or exchange the Trustee will deliver a Certificated
Security that does not bear the Restricted Legend.
	 	 	 
		(4)	The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A
Certificate.



 


		(5)	If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange
must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate and/or an Opinion of Counsel and such
other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange
is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the
requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver
a Certificated Security that does not bear the Restricted Legend.



 


(c)       No
certification is required in connection with any transfer or exchange of any Security (or a beneficial interest therein) (i) after
such Security is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need
for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to
that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an
opinion of counsel and any other reasonable certifications and evidence in order to support such certificate or (ii)(A) sold pursuant
to an effective registration statement under the Securities Act or (B) is validly tendered for exchange into Securities containing
terms substantially identical to such Security that will be registered under the Securities Act.


 


Any Certificated Security delivered
in reliance upon this paragraph will not bear the Restricted Legend.


 


(d)       The
Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange
of a Security (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any
reasonable time upon written notice to the Trustee.


 


		4.	Information.



 


For so long as any of the Securities remain
outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Trustee and will,
upon written request, provide to the Holder and prospective investors, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.



    	Exhibit A-4



    	



    


Exhibit B


 


REGULATION S RESTRICTED LEGEND


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS
FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, OTHER THAN
(A) TO THE ISSUER, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.


 


BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, OTHER THAN A DISTRIBUTOR,
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.



    	Exhibit B-1



    	



    


Exhibit C


 


U.S. RESTRICTED LEGEND


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS ONE YEAR
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITY OF THIS SERIES
AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THE SECURITY (OR ANY PREDECESSOR OF THE SECURITY),
OTHER THAN (A) TO THE ISSUER, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.



    	Exhibit C-1



    	



    


Exhibit D


 


REGULATION S CERTIFICATE


 


		To:	The Bank of New York Mellon, as Trustee (the “Trustee”)



240 Greenwich Street, Floor 7-East


New York, NY 10286


Attention: Corporate Trust Department


 


		Re:	[__] Notes due 20[__](the “Securities”) issued under the Indenture (the “Indenture”)
dated as of May [__], 2020 among GE Capital Funding LLC (the “Company”), General Electric Company (the “Guarantor”)
and the Trustee



 


Ladies and Gentlemen:


 


Terms are used in this Certificate as used
in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
except as otherwise stated herein.


 


[CHECK A OR B AS APPLICABLE.]


 


o A. This Certificate relates to our proposed
transfer of $____ principal amount of Securities issued under the Indenture. We hereby certify as follows:


 


		1.	The offer and sale of the Securities was not and will not be made to a person in the United States (unless such person is excluded
from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is
acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances
described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of
U.S. citizens abroad.



 


		2.	Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy
order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that
the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore
securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer
in the United States.



 


		3.	None of us, our affiliates, or any person acting on our or their behalf has made any directed selling efforts in the United
States with respect to the Securities.



 


		4.	The proposed transfer of Securities is not part of a plan or scheme to evade the registration requirements of the Securities
Act.




    	Exhibit D-1



    	



    


		5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, and
the proposed transfer takes place during the Restricted Period (as defined in Exhibit A to the Indenture), or we are an officer
or director of the Company, we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b)
of Regulation S.



 


o B. This Certificate relates to our proposed
exchange of $____ principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be
held by us. We hereby certify as follows:


 


		1.	At the time the offer and sale of the Securities was made to us, either (i) we were not in the United States or (ii) we were
excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which
we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances
described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.



 


		2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated,
we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore
securities market and we did not pre-arrange the transaction in the United States.



 


		3.	The proposed exchange of Securities is not part of a plan or scheme to evade the registration requirements of the Securities
Act.



 


You and the Company are entitled to rely
upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,	 
	 	 	 
	 	[NAME OF SELLER (FOR TRANSFERS) OR
	 	OWNER (FOR EXCHANGES)]
	 	 
	 	By:
	 
	 	Name:	 
	 	Title:	 
	 	Address:	 


 


Date:________________



    	Exhibit D-2



    	



    


Exhibit E


 


RULE 144A CERTIFICATE


 


		To:	The Bank of New York Mellon, as Trustee (the “Trustee”)



240 Greenwich Street, Floor 7-East


New York, NY 10286


Attention: Corporate Trust Department


 


		Re:	[__] Notes due 20[__](the “Securities”) issued under the Indenture (the “Indenture”)
dated as of May [__], 2020 among GE Capital Funding LLC (the “Company”), General Electric Company (the “Guarantor”)
and the Trustee



 


Ladies and Gentlemen:


 


This Certificate relates to:


 


[CHECK A OR B AS APPLICABLE.]


 


	 	o	A. Our proposed purchase of $____ principal amount of Securities issued under the Indenture.
	 	 	 
	 	o	B. Our proposed exchange of $____ principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us.


 


We and, if applicable, each account for which
we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with
us (or such accounts, if applicable), as of __________, 20__, which is a date on or since close of our most recent fiscal year.
We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A
(“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we
are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the
transfer of Securities to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information
regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.


 


You and the Company are entitled to rely
upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 
	 	[NAME OF PURCHASER (FOR TRANSFERS)
	 	OR OWNER (FOR EXCHANGES)]
	 	 
	 	By:

	 	Name:
	 	Title:
	 	Address:


 


Date:________________



    	Exhibit E-1