Exhibit 4.1


 





Execution Version


 


OWL ROCK CAPITAL CORPORATION II


 


(Company)


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


(Trustee)


 


 


 


Indenture


 


 


 


Dated as of November 26, 2019


 


 


 


Providing for the Issuance


 


 


of


 


 


Debt Securities


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Compliance Certificates and Opinions	12
	Section 1.03.	Form of Documents Delivered to Trustee	12
	Section 1.04.	Acts of Holders	13
	Section 1.05.	Notices, Etc., to Trustee and Company	14
	Section 1.06.	Notice to Holders; Waiver	15
	Section 1.07.	Conflict with Trust Indenture Act	16
	Section 1.08.	Effect of Headings and Table of Contents	16
	Section 1.09.	Successors and Assigns	16
	Section 1.10.	Separability Clause	16
	Section 1.11.	Benefits of Indenture	16
	Section 1.12.	Governing Law	16
	Section 1.13.	Legal Holidays	16
	Section 1.14.	Submission to Jurisdiction	17
	Section 1.15.	Waiver of Jury Trial	17
	Section 1.16.	U.S.A. Patriot Act	17
	 	 	 
	ARTICLE TWO SECURITIES FORMS	17
	 	 	 
	Section 2.01.	Forms of Securities	17
	Section 2.02.	Form of Trustee’s Certificate of Authentication	18
	Section 2.03.	Securities Issuable in Global Form	18
	Section 2.04.	Certificated Securities	19
	 	 	 
	ARTICLE THREE THE SECURITIES	20
	 	 	 
	Section 3.01.	Amount Unlimited; Issuable in Series	20
	Section 3.02.	Denominations	24
	Section 3.03.	Execution, Authentication, Delivery and Dating	24
	Section 3.04.	Temporary Securities	26
	Section 3.05.	Registration, Registration of Transfer and Exchange	26
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	29
	Section 3.07.	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	29
	Section 3.08.	Optional Extension of Maturity	32
	Section 3.09.	Persons Deemed Owners	33
	Section 3.10.	Cancellation	33
	Section 3.11.	Computation of Interest	34
	Section 3.12.	Currency and Manner of Payments in Respect of Securities	34
	Section 3.13.	Appointment and Resignation of Successor Exchange Rate Agent	37
	Section 3.14.	CUSIP Numbers	38



 






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	ARTICLE FOUR SATISFACTION AND DISCHARGE	38
	 	 	 
	Section 4.01.	Satisfaction and Discharge of Indenture	38
	Section 4.02.	Application of Trust Funds	39
	 	 	 
	ARTICLE FIVE REMEDIES	39
	 	 	 
	Section 5.01.	Events of Default	39
	Section 5.02.	Acceleration of Maturity; Rescission and Annulment	41
	Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	42
	Section 5.04.	Trustee May File Proofs of Claim	43
	Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	44
	Section 5.06.	Application of Money Collected	44
	Section 5.07.	Limitation on Suits	45
	Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	45
	Section 5.09.	Restoration of Rights and Remedies	46
	Section 5.10.	Rights and Remedies Cumulative	46
	Section 5.11.	Delay or Omission Not Waiver	46
	Section 5.12.	Control by Holders of Securities	46
	Section 5.13.	Waiver of Past Defaults	47
	Section 5.14.	Waiver of Stay or Extension Laws	47
	Section 5.15.	Undertaking for Costs	47
	 	 	 
	ARTICLE SIX THE TRUSTEE	48
	 	 	 
	Section 6.01.	Notice of Defaults	48
	Section 6.02.	Certain Rights of Trustee	49
	Section 6.03.	Not Responsible for Recitals or Issuance of Securities	51
	Section 6.04.	May Hold Securities	52
	Section 6.05.	Money Held in Trust	52
	Section 6.06.	Compensation and Reimbursement and Indemnification of Trustee	52
	Section 6.07.	Corporate Trustee Required; Eligibility	53
	Section 6.08.	Disqualification; Conflicting Interests	54
	Section 6.09.	Resignation and Removal; Appointment of Successor	54
	Section 6.10.	Acceptance of Appointment by Successor	55
	Section 6.11.	Merger, Conversion, Consolidation or Succession to Business	56
	Section 6.12.	Appointment of Authenticating Agent	57
	Section 6.13.	Preferential Collection of Claims Against Company	59
	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	59
	 	 	 
	Section 7.01.	Disclosure of Names and Addresses of Holders	59
	Section 7.02.	Preservation of Information; Communications to Holders	59
	Section 7.03.	Reports by Trustee	59
	Section 7.04.	Reports by Company	60
	Section 7.05.	Calculation of Original Issue Discount	60



 






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	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	60
	 	 	 
	Section 8.01.	Merger, Consolidation or Sale of Assets	60
	Section 8.02.	Successor Person Substituted	61
	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	61
	 	 	 
	Section 9.01.	Supplemental Indentures Without Consent of Holders	61
	Section 9.02.	Supplemental Indentures with Consent of Holders	63
	Section 9.03.	Execution of Supplemental Indentures	64
	Section 9.04.	Effect of Supplemental Indentures	65
	Section 9.05.	Conformity with Trust Indenture Act	65
	Section 9.06.	Reference in Securities to Supplemental Indentures	65
	 	 	 
	ARTICLE TEN COVENANTS	65
	 	 	 
	Section 10.01.	Payment of Principal, Premium, if any, and Interest	65
	Section 10.02.	Maintenance of Office or Agency	65
	Section 10.03.	Money for Securities Payments to Be Held in Trust	66
	Section 10.04.	Additional Amounts	67
	Section 10.05.	Statement as to Compliance	68
	Section 10.06.	Waiver of Certain Covenants	68
	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	68
	 	 	 
	Section 11.01.	Applicability of Article	68
	Section 11.02.	Election to Redeem; Notice to Trustee	68
	Section 11.03.	Selection by Trustee of Securities to Be Redeemed	69
	Section 11.04.	Notice of Redemption	69
	Section 11.05.	Deposit of Redemption Price	71
	Section 11.06.	Securities Payable on Redemption Date	71
	Section 11.07.	Securities Redeemed in Part	71
	 	 	 
	ARTICLE TWELVE SINKING FUNDS	72
	 	 	 
	Section 12.01.	Applicability of Article	72
	Section 12.02.	Satisfaction of Sinking Fund Payments with Securities	72
	Section 12.03.	Redemption of Securities for Sinking Fund	72
	 	 	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS	73
	 	 	 
	Section 13.01.	Applicability of Article	73
	Section 13.02.	Repayment of Securities	73
	Section 13.03.	Exercise of Option	73
	Section 13.04.	When Securities Presented for Repayment Become Due and Payable	74
	Section 13.05.	Securities Repaid in Part	74



 






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	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE	75
	 	 	 
	Section 14.01.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	75
	Section 14.02.	Defeasance and Discharge	75
	Section 14.03.	Covenant Defeasance	76
	Section 14.04.	Conditions to Defeasance or Covenant Defeasance	76
	Section 14.05.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	77
	 	 	 
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES	79
	 	 	 
	Section 15.01.	Purposes for Which Meetings may be Called	79
	Section 15.02.	Call, Notice and Place of Meetings	79
	Section 15.03.	Persons Entitled to Vote at Meetings	79
	Section 15.04.	Quorum; Action	81
	Section 15.05.	Determination of Voting Rights; Conduct and Adjournment of Meetings	81
	Section 15.06.	Counting Votes and Recording Action of Meetings	81
	 	 	 
	ARTICLE SIXTEEN SUBORDINATION OF SECURITIES	82
	 	 	 
	Section 16.01.	Agreement to Subordinate	82
	Section 16.02.	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities	82
	Section 16.03.	No Payment on Subordinated Securities in Event of Default on Senior Indebtedness	84
	Section 16.04.	Payments on Subordinated Securities Permitted	85
	Section 16.05.	Authorization of Holders to Trustee to Effect Subordination	85
	Section 16.06.	Notices to Trustee	85
	Section 16.07.	Trustee as Holder of Senior Indebtedness	86
	Section 16.08.	Modifications of Terms of Senior Indebtedness	86
	Section 16.09.	Reliance on Judicial Order or Certificate of Liquidating Agent	86




 






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OWL ROCK CAPITAL CORPORATION II


 


Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of November 26, 2019


 


	Trust Indenture

Act Section	 	Indenture

Section
	§ 310	(a)(1)	6.07
	 	(a)(2)	6.07
	 	(a)(5)	6.07
	 	(b)	6.08
	§ 311	 	6.13
	§ 312	(c)	7.01
	§ 313	 	7.03
	§ 314	(a)	7.04
	 	(a)(4)	10.05
	 	(c)(1)	1.02
	 	(c)(2)	1.02
	 	(e)	1.02
	§ 315	(a)	6.01
	 	(b)	6.01
	 	(c)	6.01
	 	(d)	6.01
	 	(e)	5.15
	§ 316	(a) (last sentence)	1.01 (“Outstanding”)
	 	(a)(1)(A)	5.02, 5.12
	 	(a)(1)(B)	5.13
	 	(b)	5.08
	§ 317	(a)(1)	5.03
	 	(a)(2)	5.04
	 	(b)	10.03
	§ 318	(a)	1.12
	 	(c)	1.12
	 	 	 	 


 





 






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


 






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This INDENTURE, dated
as of November 26, 2019, is between OWL ROCK CAPITAL CORPORATION II, a Maryland corporation (the “Company”, as more
fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association, as Trustee (as trustee
in such capacity and not in its individual capacity, the “Trustee”, as more fully set forth in Section 1.01).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company
deems it necessary to issue from time to time for its lawful purposes debt securities (hereinafter called the “Securities”)
evidencing its secured or unsecured indebtedness, which may or may not be convertible into or exchangeable for any securities of
any Person (including the Company), and has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of the Securities, to be issued in one or more series, unlimited as to principal amount, to bear such rates of
interest, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided;


 


WHEREAS, this Indenture
(as defined herein) is subject to the provisions of the Trust Indenture Act (as defined herein) that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such provisions; and


 


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


 


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


 


Article
One


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01.     Definitions.


 


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


 


(a)          
the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as
the singular and, pursuant to Section 3.01, any such item may, with respect to any particular series of Securities, be amended
or modified or specified as being inapplicable;


 


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


 






     


     


    

 


(c)          
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;


 


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


 


(e)          
“or” is not exclusive;


 


(f)           
provisions apply to successive events and transactions; and


 


(g)          
references to sections of or rules under the Exchange Act shall be deemed to include substitute, replacement or successor
sections or rules adopted by the Commission from time to time.


 


Certain terms, used
in other Articles herein are defined in those Articles.


 


“Act”,
when used with respect to any Holder of a Security, has the meaning specified in Section 1.04.


 


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


 


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


 


“Agent”
means any Registrar, Paying Agent, Authenticating Agent, or Depositary Custodian.


 


“Applicable
Procedures” means, with respect to any matter at any time relating to a Global Note, the rules, policies and procedures
of the Depositary applicable to such matter


 


“Authenticating
Agent” means the Trustee or any authenticating agent appointed by the Trustee pursuant to Section 6.12 to act on behalf
of the Trustee to authenticate Securities of one or more series.


 


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


 






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“Bankruptcy
Law” has the meaning specified in Section 5.01.


 


“Board of
Directors” means the board of directors of the Company or any committee of that board duly authorized to act hereunder.


 


“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 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 or any other particular location referred to in this Indenture or
in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which the Corporate Trust Office or banking institutions in that Place of Payment
or particular location are authorized or obligated by law or executive order to close.


 


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


 


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


 


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


 


“Company Request”
and “Company Order” mean, respectively, a written request or order signed in the name of the Company by the
Chief Executive Officer, the President, the Chief Financial Officer or the Chief Operating Officer and by the Chief Compliance
Officer, any Vice President, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


 


“Component
Currency” has the meaning specified in Section 3.12(h).


 


“Conversion
Date” has the meaning specified in Section 3.12(d).


 


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


 






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“Corporate
Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business in respect
of this Indenture shall be administered, which office at the date hereof is located at 150 East 42nd Street, 40th Floor, New York,
NY 10017, Attention: Corporate Trust Services, and for Agent services such office shall also mean the office or agency of the Trustee
located at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Seventh Floor, Minneapolis, MN 55415, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Company) or if at any time there is more than one Trustee, means the Corporate Trust Office of
any such other Trustee with respect to the Securities of the applicable series.


 


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


 


“Currency”
means any currency or currencies, composite currency or currency unit or currency units, including, without limitation, the ECU,
issued by the government of one or more countries or by any reorganized confederation or association of such governments.


 


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


 


“Defaulted
Interest” has the meaning specified in Section 3.07(a).


 


“Depositary”
means, with respect to each global Security, the Person specified in Section 3.03 as the Depositary with respect to such Securities,
until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter,
 “Depositary” shall mean or include such successor.


 


“Depositary
Custodian” means the Trustee as custodian with respect to the Global Notes or any successor entity thereto.


 


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


 


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


 


“Election
Date” has the meaning specified in Section 3.12(h).


 


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


 


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


 


“Event of
Default” has the meaning specified in Section 5.01.


 






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


 


“Exchange
Rate Agent”, with respect to Securities of or within any series, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.01, a New York Clearing House bank designated pursuant to Section 3.01 or Section 3.13.


 


“Exchange
Rate Officer’s Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate or the applicable
bid quotation and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate
basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02
in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate or the applicable
bid quotation signed by the Chief Financial Officer or any President or Vice President of the Company.


 


“Extension
Notice” has the meaning specified in Section 3.08.


 


“Extension
Period” has the meaning specified in Section 3.08.


 


“Final Maturity”
has the meaning specified in Section 3.08.


 


“Foreign Currency”
means any Currency, including, without limitation, the ECU issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company
Accounting Oversight Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are
in effect from time to time.


 


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


 






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“Holder”
means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series
of Securities established as contemplated by Section 3.01; provided, however, that, if at any time more than one
Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section
3.01, exclusive, however, of any provisions or terms that relate solely to other series of Securities for which such Person is
not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means
of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.


 


“Indexed Security”
means a Security as to which all or certain interest payments and/or the principal amount payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of securities, Currencies, intangibles, goods, articles
or commodities or by such other objective price, economic or other measures as are specified in Section 3.01 hereof.


 


“Interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant
to Section 10.04, includes such Additional Amounts.


 


“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, as amended, and the rules, regulations and interpretations promulgated
thereunder, to the extent applicable, and any statute successor thereto.


 


“Junior Subordinated
Security” or “Junior Subordinated Securities” means any Security or Securities designated pursuant
to Section 3.01 as a Junior Subordinated Security.


 


“Junior Subordinated
Indebtedness” means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company
(including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred,
assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same
is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness
and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness,
(b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.


 






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“Market Exchange
Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant
currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.01 for the Securities
of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency
for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii)
for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant
market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City,
London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate
Agent. Unless otherwise specified with respect to any Securities pursuant to Section 3.01, in the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its
sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City, London or other principal market for such currency
or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified
by the Exchange Rate Agent, if there is more than
one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated in such
currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities
as determined by the Exchange Rate Agent, in its sole discretion.


 


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


 


“Notice of
Default” has the meaning provided in Section 5.01.


 


“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the President, the Chief Financial Officer or
the Chief Operating Officer and by the Chief Compliance Officer, any 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 or who may be an employee of the Company
or other counsel acceptable to the Trustee.


 






    	 	7	 



     


    

 


“Optional
Reset Date” has the meaning specified in Section 3.07(b).


 


“Original
Issue Discount Security” means any Security that 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 5.02.


 


“Original
Stated Maturity” has the meaning specified in Section 3.08.


 


“Outstanding”,
when used with respect to Securities or any series of Securities, means, as of the date of determination, all Securities or all
Securities of such series, as the case may be, theretofore authenticated and delivered under this Indenture, except:


 


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


 


(ii)          
Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities, 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;


 


(iii)         
Securities, except to the extent provided in Sections 14.02 and 14.03, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article Fourteen; and


 


(iv)        
Securities that have been paid pursuant to Section 3.06 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 protected purchaser in whose hands such Securities
are valid obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver
hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by
TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination
or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that
would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange
Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount
Security or Indexed Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in
clause (i) above or (iii) below, respectively) of such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant
to Section 3.01, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent
or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.


 






    	 	8	 



     


    

 


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


 


“Permitted
Junior Securities”, has the meaning specified in Section 16.02.


 


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


 


“Place of
Payment”, when used with respect to the Securities of or within any series, means the place or places where the principal
of (and premium, if any) and interest, if any, on such Securities are payable as specified and as contemplated by Sections 3.01
and 10.02.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.06 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, in whole or in part, means the date fixed for such redemption
by or pursuant to this Indenture.


 


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


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any series
means the date specified for that purpose as contemplated by Section 3.01, whether or not a Business Day.


 


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


 






    	 	9	 



     


    

 


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


 


“Reset Notice”
has the meaning specified in Section 3.07(b).


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to administer
its corporate trust matters and who shall have direct responsibility for the administration of this Indenture.


 


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


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Senior Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided
that such indebtedness is not senior or prior in right of payment to Subordinated Indebtedness, (b) Senior Securities, and (c)
renewals, extensions, modifications and refinancings of any such indebtedness.


 


“Senior Security”
or “Senior Securities” means any Security or Securities designated pursuant to Section 3.01 as a Senior
Security.


 


“Senior Subordinated
Indebtedness” means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including
indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed
or guaranteed, for money borrowed, that in the instrument creating or evidencing the same or pursuant to which the same is outstanding
it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness, equally and
pari passu in right of payment with all other Senior Subordinated Indebtedness and senior in right of payment to any Junior
Subordinated Indebtedness, (b) Senior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of
any such indebtedness.


 


“Senior Subordinated
Security” or “Senior Subordinated Securities” means any Security or Securities designated pursuant
to Section 3.01 as a Senior Subordinated Security.


 


“Special Record
Date” for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed
by the Trustee pursuant to Section 3.07.


 


“Specified
Amount” has the meaning specified in Section 3.12(h).


 






    	 	10	 



     


    

 


“Stated Maturity”,
when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and
payable, as such date may be extended pursuant to the provisions of Section 3.08.


 


“Subordinated
Indebtedness” means any Senior Subordinated Indebtedness or Junior Subordinated Indebtedness.


 


“Subordinated
Security” or “Subordinated Securities” means any Senior Subordinated Security or Junior Subordinated
Security.


 


“Subsequent
Interest Period” has the meaning specified in Section 3.07(b).


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the outstanding shares or other interests having voting power is at the time directly or indirectly owned
or controlled by such Person or one or more of the Subsidiaries of such Person. Unless the context otherwise requires, all references
to Subsidiary or Subsidiaries under this Indenture shall refer to Subsidiaries of the Company. In addition, for purposes of this
definition, “Subsidiary” shall exclude any investments held by the Company in the ordinary course of business which
are not, under GAAP, consolidated on the financial statements of the Company and its Subsidiaries.


 


“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which
this Indenture was executed, except as provided in Section 9.05.


 


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


 


“United States”
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United States of America (including
the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“United States
person” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, any individual who
is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the
laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United
States Person under any applicable Treasury regulations), any estate the income of which is subject to United States federal income
taxation regardless of its source, or any trust if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the authority to control all substantial decisions of
the trust. Notwithstanding the preceding sentence, to the extent provided in the Treasury regulations, certain trusts in existence
on August 20, 1996, and treated as United States persons prior to such date that elect to continue to be treated as United States
Persons, will also be United States persons.


 






    	 	11	 



     


    

 


“Valuation
Date” has the meaning specified in Section 3.12(c).


 


“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
1.02.     Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
1.03.     Form of Documents Delivered to Trustee.


 


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


 


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


 






    	 	12	 



     


    

 


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
1.04.     Acts of Holders.


 


(a)          
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed
in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.06.


 


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


 


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


 


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


 






    	 	13	 



     


    

 


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


 


Section
1.05.     Notices, Etc., to Trustee and Company.


 


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


 


(i)            
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if in writing and sent, first-class
postage prepaid, or sent via overnight courier guaranteeing next day delivery, or same day messenger service or by electronic mail
(in PDF) to the Trustee at its Corporate Trust Office, Attention: Administrator for Owl Rock Capital Corporation II, or


 


(ii)           
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 sent, first-class postage prepaid, or sent via overnight courier guaranteeing next day delivery, or
same day messenger service or by electronic mail (in PDF) to the Company, to the attention of Alan Kirshenbaum, at 399 Park Avenue,
38th Floor, New York, New York 10022, alan@owlrock.com.


 


The Company or the
Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered;
(ii) when return receipt is delivered, if delivered by electronic mail; (iii) five Business Days after being deposited in the mail,
postage prepaid; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery. Notice to the Trustee shall be effective only if such receipt is acknowledged.


 






    	 	14	 



     


    

 


Whenever under this
Indenture the Trustee or the Company is required to provide any notice by mail, in all cases each of the Trustee and the Company
may alternatively provide notice by overnight courier, by facsimile, with confirmation of transmission, or by electronic mail,
with return receipt requested.


 


Section
1.06.     Notice to Holders; Waiver.


 


Where this Indenture
provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, by overnight courier
guaranteeing next day delivery, by facsimile or by electronic mail to each such Holder affected by such event, at his address,
facsimile number or email address as it appears in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. Any notice or communication shall also be so delivered to any Person
described in TIA Section 313(c), to the extent required by the TIA.  In any case where notice to Holders of Registered Securities
is given as provided herein, neither the failure to send such notice, nor any defect in any notice so sent, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders of Registered Securities. Any notice mailed or sent to
a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice. In the case of a global Security, notices shall be given in accordance with the applicable
procedures of the Depositary. Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note
provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a global Security (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 Applicable Procedures.


 


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


 


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


 


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


 






    	 	15	 



     


    

 


Section
1.07.     Conflict with Trust Indenture Act.


 


If any provision of
this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the provision of the Trust Indenture Act shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the
Trust Indenture Act shall be deemed to apply to this Indenture as so modified or only to the extent not so excluded, as the case
may be.


 


Section
1.08.     Effect of Headings and Table of Contents.


 


The Article and Section
headings herein, the TIA cross-reference table, and the Table of Contents are for convenience only and shall not affect the construction
hereof.


 


Section
1.09.     Successors and Assigns.


 


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


 


Section
1.10.     Separability Clause.


 


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


 


Section
1.11.     Benefits of Indenture.


 


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


 


Section
1.12.     Governing Law.


 


This Indenture and
the Securities shall be governed by and construed in accordance with the law of the State of New York without regard to principles
of conflicts of laws that would cause the application of laws of another jurisdiction. This Indenture
is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.


 


Section
1.13.     Legal Holidays.


 


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


 






    	 	16	 



     


    

 


Section
1.14.     Submission to Jurisdiction.


 


The Company hereby
irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in The City of New York, New
York County in any action or proceeding arising out of or relating to the Indenture and the Securities of any series, and the Company
hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York
state or federal court. The Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding.


 


Section
1.15.     Waiver of Jury Trial.


 


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


 


Section
1.16.     U.S.A. 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


 


SECURITIES FORMS


 


Section
2.01.     Forms of Securities.


 


The Registered Securities
of each series, the temporary global Securities of each series, if any, and the permanent global Securities of each series, if
any, to be endorsed thereon shall be in substantially the forms as shall be established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 3.01, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental
hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed
thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange
on which the Securities may be listed, or to conform to usage.


 






    	 	17	 



     


    

 


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


 


Section
2.02.     Form of Trustee’s Certificate of Authentication.


 


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


 


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


 


	 	Wells Fargo Bank, National Association, as Trustee
	 	 
	 	By:  	 
	 	 	Authorized Signatory




 


Section
2.03.     Securities Issuable in Global Form.


 


If Securities of or
within a series are issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (viii)
of Section 3.01 and the provisions of Section 3.02, any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of
such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee
or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of Section 3.03
and, if applicable, Section 3.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order.


 


The provisions of the
second to last sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form
together with written instructions with regard to the reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the second to last sentence of Section 3.03.


 






    	 	18	 



     


    

 


Notwithstanding the
provisions of Section 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of (and premium, if
any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Neither
the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary.


 


The Company, the Trustee,
any authenticating agent, any Paying Agent, and any Securities Registrar may deem the Person in whose name a Security shall be
registered upon the Security Register to be, and may treat it as, the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company
or any Security Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 3.07)
accrued and unpaid interest on such Security, for conversion of such Security and for all other purposes; and neither the Company
nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Security Registrar shall be affected by any notice to the
contrary. All such payments so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Security.


 


Unless otherwise specified
as contemplated by Section 3.01 for the Securities evidenced thereby, every global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:


 


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 THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section
2.04.     Certificated Securities.


 


Notwithstanding anything
to the contrary, Securities in physical, certificated form will be issued and delivered to each person that the Depositary identifies
as a beneficial owner of the related Securities only if:


 


(a)          
the Depositary notifies the Company at any time that it is unwilling or unable to continue as depositary for the Securities
in global form and a successor depositary is not appointed within 90 days;


 


(b)          
the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed
within 90 days; or


 


(c)          
an Event of Default with respect to the Securities has occurred and is continuing and such beneficial owner requests that
its Securities be issued in physical, certificated form.


 






    	 	19	 



     


    

 


Article
Three


 


THE SECURITIES


 


Section
3.01.     Amount Unlimited; Issuable in Series.


 


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


 


The Securities may
be issued in one or more series, each of which may consist of one or more tranches, and shall be designated as Senior Securities,
Senior Subordinated Securities or Junior Subordinated Securities. Senior Securities are unsubordinated, shall rank equally and
pari passu with all of the Company’s Senior Indebtedness and senior to all Subordinated Securities. Senior Subordinated
Securities shall rank junior to the Company’s Senior Indebtedness, equally and pari passu with all other Senior Subordinated
Indebtedness and senior to any Junior Subordinated Indebtedness. Junior Subordinated Securities shall rank junior to the Company’s
Senior Indebtedness and any Senior Subordinated Indebtedness and equally and pari passu with all other Junior Subordinated
Indebtedness. There shall be (i) established in one or more Board Resolutions or pursuant to authority granted by one or more Board
Resolutions and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of
the following, as applicable (each of which (except for the matters set forth in clauses (i), (ii) and (xv) below), if so provided,
may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time,
as provided in Section 3.03):


 


(i)           
the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of such series
from all other series of Securities);


 


(ii)          
any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05, and except for any Securities which,
pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


 


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


 


(iv)         
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 will be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the
basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;


 






    	 	20	 



     


    

 


(v)           
the place or places, if any, other than or in addition to the Corporate Trust Office, where the principal of (and premium,
if any) and interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered
for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon
the Company in respect of the Securities of the series and this Indenture may be served;


 


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


 


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


 


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


 


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


 


(x)           
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 5.02, upon redemption of the Securities of
the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which
the Trustee shall be entitled to claim pursuant to Section 5.04 or the method by which such portion shall be determined;


 


(xi)          
if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest,
if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;


 


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


 






    	 	21	 



     


    

 


(xiii)        
whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at
the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated
or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which,
such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which
such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid,
in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;


 


(xiv)        
provisions, if any, granting special rights to the Holders of Securities of the series, including, without limitation, with
respect to any collateral securing such Securities;


 


(xv)         
any deletions from, modifications of or additions
to the Events of Default or covenants (including any deletions from, modifications of or additions to any of the provisions of
Section 10.06) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;


 


(xvi)        
whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent
global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section
3.05, and the circumstances under which and the place or places where such exchanges may be made and if Securities of the series
are to be issuable as a global Security, the identity of the depositary for such series;


 


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


 


(xviii)      
the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided in Section 3.04; and the extent to which, or the manner in which,
any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided
in Section 3.07;


 


(xix)        
the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification
of, in addition to or in lieu of any of the provisions of Article Fourteen;


 






    	 	22	 



     


    

 


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


 


(xxi)        
whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by
Section 10.04 on the Securities of the series to any Holder who is not a United States Person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);


 


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


 


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


 


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


 


(xxv)        
if the Securities of the series are to be listed on a securities exchange, the name of such exchange may be indicated; and


 


(xxvi)       
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01(iv), or the requirements of the Trust Indenture Act), including, but not limited to, secured Securities and guarantees
of Securities.


 


All Securities of any
one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above (subject to Section 3.03) and set forth in the Officers’ Certificate referred to above
or in any such indenture supplemental hereto. No Board Resolution or Officers’ Certificate may affect the Trustee’s
own rights, duties or immunities under this Indenture or otherwise with respect to any series of Securities except as it may agree
in writing in its sole discretion.


 


All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.


 


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


 






    	 	23	 



     


    

 


The Company shall be
responsible for making calculations called for under the Securities and this Indenture, including but not limited to determination
of interest, additional interest, Additional Amounts, Redemption Price, Repayment Price, applicable premium, make whole Amount,
premium, if any, and any other amounts payable on the Securities. The Company will make the calculations in good faith and, absent
manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations
to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s
calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the
Securities upon the written request of such Holder.


 


Section
3.02.     Denominations.


 


The Securities of each
series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof.


 


Section
3.03.     Execution, Authentication, Delivery and Dating.


 


The Securities shall
be executed on behalf of the Company by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial
Officer or any of its Vice Presidents and attested by its Secretary or any Assistant Secretary. The signature of any of these officers
on the Securities may be manual or by facsimile, .pdf attachment or other electronically transmitted signature (with an original
manual signature to be sent to the Trustee via overnight mail immediately thereafter) of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.


 


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


 


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


 






    	 	24	 



     


    

 


(a)         
an Opinion of Counsel stating,


 


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


 


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


 


(iii)          
that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture
and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights,
to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights
of Holders of such Securities; and


 


(b)          
an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of
Default with respect to any of the Securities shall have occurred and be continuing.


 


Notwithstanding the
provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall
not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion
of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each
Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of such series.


 


If such form 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, obligations or immunities under the Securities and this Indenture
or otherwise in a manner that is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the
Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that
it would be unable to perform its duties with respect to such Securities.


 


Each Registered Security
shall be dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the
form set out in Section 2.02 by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company,
for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


 






    	 	25	 



     


    

 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the global Securities and
the Trustee as Depositary Custodian. The Company has entered or will enter into a letter of representations with the Depositary
in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter
and Applicable Procedures.


 


Section
3.04.     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 that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global
form.


 


Except in the case
of temporary Securities in global form (which shall be exchanged as provided in or pursuant to a Board Resolution), if temporary
Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the
Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount and like tenor of definitive
Securities of the same series of authorized denominations. 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.


 


Section
3.05.     Registration, Registration of Transfer and Exchange.


 


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


 






    	 	26	 



     


    

 


Upon surrender for
registration of transfer of any Registered Security of any series to the Security Registrar or any co-Security Registrar, and satisfaction
of the requirements for such transfer set forth in this Section 3.05, the Company shall execute, and the Trustee shall, upon receipt
of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.


 


At the option of the
Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender
of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities that the Holder
making the exchange is entitled to receive.


 


Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate
and deliver, the Securities that the Holder making the exchange is entitled to receive.


 


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 3.01 and 2.04, any permanent global Security shall be exchangeable
only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange
such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination,
as specified as contemplated by Section 3.01 and provided that any applicable notice provided in the permanent global Security
shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall deliver to
the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may
be so exchanged, such permanent global Security shall be surrendered by the Depositary or such other depositary as shall be specified
in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar,
to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without charge and the Trustee
shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global
Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening
of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security
for which exchange is requested may be among those selected for redemption. The transferring beneficial owner shall use commercially
reasonable efforts to provide or cause to be provided to the Trustee any information reasonably available to the transferring beneficial
owner and necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation,
any cost basis reporting obligations under Code Section 6045 of the Code. The Trustee may rely on any such information provided
to it and shall have no responsibility to verify or ensure the accuracy of such information. If a Registered Security is issued
in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date
for payment of Defaulted Interest or interest, as the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date
or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent
global Security is payable in accordance with the provisions of this Indenture.


 






    	 	27	 



     


    

 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving any transfer.


 


In connection with
any proposed exchange of any global Securities for definitive Securities, the Company or Depositary shall be required to provide
or cause to be provided to the Trustee all information reasonably requested by the Trustee and reasonably available to the Company
or Depository, as applicable, as necessary to allow the Trustee to comply with any applicable tax reporting obligations, including
without limitation any cost basis reporting obligations under Code Section 6045 of the Code. The Trustee may rely on any such information
provided to it and shall have no responsibility to verify or ensure the accuracy of such information.


 


The Company shall not
be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.03
and ending at the close of business on the day the relevant notice of redemption is sent, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security
that has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so
repaid.


 






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Section
3.06.     Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


If there shall be delivered
to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, 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 protected purchaser, the Company shall,
subject to the following paragraph, execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding.


 


Notwithstanding the
provisions of the previous two paragraphs, 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, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


Every new Security
of any series issued pursuant to this Section 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 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
3.07.     Payment of Interest; Interest Rights Preserved; Optional
Interest Reset.


 


(a)          
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 3.01,
interest, if any, on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant
to Section 10.02; provided, however, that each installment of interest, if any, on any Registered Security may at
the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 3.09, to the address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located in the United States.


 






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Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 3.01, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
 “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (i) or (ii) below:


 


(i)            
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date
of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided
in Sections 3.12(b), 3.12(d) and 3.12(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Company 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 Company shall promptly notify the Trustee of such Special Record Date and, in the name
and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be sent pursuant to Applicable Procedures or mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security Register not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed or sent
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer
be payable pursuant to the following clause (ii).


 


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


 






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(b)          
The provisions of this Section 3.07(b) may be made applicable to any series of Securities pursuant to Section 3.01 (with
such modifications, additions or substitutions as may be specified pursuant to such Section 3.01). 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 30 but not more than 60 days prior
to an Optional Reset Date for such Security. Not later than 25 days prior to each Optional Reset Date, the Trustee shall transmit,
in the manner provided for in Section 1.06, to the Holder of any such Security a notice (the “Reset Notice”) indicating
whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest
rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there
is no such next Optional Reset Date, to the Stated Maturity of such Security (each such
period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which
and the price or prices at which such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding the
foregoing, not later than 10 days prior to the Optional Reset Date (or, if 10 days does not fall on a Business Day, the next succeeding
Business Day), 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 a higher interest rate (or a spread or spread multiplier
providing for a higher interest rate, if applicable) for the Subsequent Interest Period by causing the Trustee to transmit, in
the manner provided for in Section 1.06, notice, prepared by the Company, of such higher interest rate (or such higher spread or
spread multiplier providing for a higher interest rate, 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 providing for a higher interest rate, 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 10 but not more than 20 days prior to such
Optional Reset Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such
Optional Reset Date.


 






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Subject to the foregoing
provisions of this Section and Section 3.05, 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, that were carried
by such other Security.


 


Section
3.08.     Optional Extension of Maturity.


 


The provisions of this
Section 3.08 may be made applicable to any series of Securities pursuant to Section 3.01 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 3.01). 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 30 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”).
If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder of
such Security not later than 25 days prior to the Original Stated Maturity a notice (the “Extension Notice”), prepared
by the Company, indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the
interest rate (or spread, spread multiplier or other formula to calculate such interest rate, if applicable), if any, applicable
to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the 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 10 days before the Original Stated Maturity (or, if 10 days does not fall on a Business Day, the next
succeeding Business Day) of such Security, the Company may, at its option, revoke the interest rate (or spread, spread multiplier
or other formula to calculate such interest rate, if applicable) provided for in the Extension Notice and establish a higher interest
rate (or spread, spread multiplier or other formula to calculate such higher interest rate, if applicable) for the Extension Period
by causing the Trustee to transmit, in the manner provided for in Section 1.06, notice of such higher interest rate (or spread,
spread multiplier or other formula to calculate such interest rate, if applicable) 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 Stated 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 Stated 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 10 but not more than 20 days prior to the Original Stated Maturity and except that, if the Holder
has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke
such tender for repayment until the close of business on the tenth day before the Original Stated Maturity.


 






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Section
3.09.     Persons Deemed Owners.


 


Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to Sections 3.05 and 3.07) interest, if any, on such Registered
Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


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


 


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


 


Section
3.10.     Cancellation.


 


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


 






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Section
3.11.     Computation of Interest.


 


Except as otherwise
specified as contemplated by Section 3.01 with respect to Securities of any series, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year consisting of twelve 30-day months.


 


Section
3.12.     Currency and Manner of Payments in Respect of Securities.


 


(a)          
Unless otherwise specified with respect to any Securities pursuant to Section 3.01, with respect to Registered Securities
of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, payment of the principal of (and premium, if any) and interest, if any, on any Registered
Security of such series will be made in the Currency in which such Registered Security is payable. The provisions of this Section
3.12 may be modified or superseded with respect to any Securities pursuant to Section 3.01.


 


(b)          
It may be provided pursuant to Section 3.01 with respect to Registered Securities of any series that Holders shall have
the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any,
on such Registered Securities in any of the Currencies which may be designated for such election by delivering to the Trustee for
such series of Registered Securities a written election with signature guarantees and in the applicable form established pursuant
to Section 3.01, not later than the close of business on the Election Date immediately preceding the applicable payment date. If
a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee
of such Holder until changed by such Holder or such transferee by written notice to the Trustee for such series of Registered Securities
(but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment
date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to
payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect
to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has
been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder
of any such Registered Security who shall not have delivered any such election to the Trustee of such series of Registered Securities
not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date
in the relevant Currency as provided in Section 3.12(a). The Trustee for each such series of Registered Securities shall notify
the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities
for which Holders have made such written election.


 


(c)          
Unless otherwise specified pursuant to Section 3.01, if the election referred to in paragraph (b) above has been provided
for pursuant to Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not later than the fourth Business Day
after the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company a written notice specifying the Currency in which Registered Securities of such series are payable, the respective
aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment
date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (b) above. If
the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made
such election, then, unless otherwise specified pursuant to Section 3.01, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer’s Certificate in
respect of the Dollar or Foreign Currency or Currencies payments to be made on such payment date. Unless otherwise specified pursuant
to Section 3.01, the Dollar or Foreign Currency or Currencies amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes, absent manifest error.


 






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(d)          
If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable
other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment
of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used (the “Conversion Date”), the
Dollar shall be the currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 3.01,
the Dollar amount to be paid by the Company to the Trustee of each such series of Securities and by such Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than
a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.


 


(e)          
Unless otherwise specified pursuant to Section 3.01, if the Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect
to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence
of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence
of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 3.12.


 


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


 


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


 


(h)          
For purposes of this Section 3.12, the following terms shall have the following meanings:


 






    	 	35	 



     


    

 


A “Component
Currency” shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, the ECU.


 


A “Specified
Amount” of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which
were represented in the relevant currency unit, including, but not limited to, the ECU, on the Conversion Date. If after the Conversion
Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies
are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed
in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a
Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent
value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent of the Specified Amount of such
former Component Currency at the Market Exchange Rate immediately before such division, and such amounts shall thereafter be Specified
Amounts and such currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit,
including, but not limited to, the ECU, a Conversion Event (other than any event referred to above in this definition of “Specified
Amount”) occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation
Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency
Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.


 


An “Election
Date” shall mean the Regular Record Date for the applicable series of Registered Securities or at least 16 days prior
to Maturity, as the case may be, or such other prior date for any series of Registered Securities as specified pursuant to clause
(xiii) of Section 3.01 by which the written election referred to in Section 3.12(b) may be made.


 


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


 


In the event that the
Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately
give written notice thereof and of the applicable Conversion Date to the
Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give
notice in the manner provided in Section 1.06 to the affected Holders) specifying the Conversion Date. In the event the Company
so determines that a Conversion Event has occurred with respect to the ECU or any other currency unit in which Securities are denominated
or payable, the Company will immediately give written notice thereof to the Trustee of the appropriate series of Securities and
to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the
affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In
the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in the definition
of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee of the appropriate series
of Securities and to the Exchange Rate Agent.


 






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


 


Section
3.13.     Appointment and Resignation of Successor Exchange Rate
Agent.


 


(a)          
Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange
Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and
in the manner specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and, if applicable,
for the purpose of converting the issued Foreign Currency into the applicable payment Currency for the payment of principal (and
premium, if any) and interest, if any, pursuant to Section 3.12.


 


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


 


(c)          
If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of the Exchange Rate Agent for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities
of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified pursuant to Section 3.01, at any time there shall only
be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on
the same date and that are initially denominated and/or payable in the same Currency).


 






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Section
3.14.     CUSIP Numbers.


 


The Company in issuing
the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Company shall indicate the respective
 “CUSIP” numbers of the Securities 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 redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall advise the Trustee as promptly as practicable in writing of any
change in the CUSIP numbers.


 


Article
Four


 


SATISFACTION AND DISCHARGE


 


Section
4.01.     Satisfaction and Discharge of Indenture.


 


Except as set forth
below, this Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified
in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series
expressly provided for herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders and
any right to receive Additional Amounts, as provided in Section 10.04), and the Trustee, upon receipt of a Company Order, and at
the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such
series when


 


(a)          
either


 


(i)            
all Securities of such series theretofore authenticated and delivered (other than (i) Securities that have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment
money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee
for cancellation; or


 


(ii)          
all Securities of such series:


 


(1)          
have become due and payable, or


 


(2)          
will become due and payable at their Stated Maturity within one year, or


 


(3)          
if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,


 






    	 	38	 



     


    

 


and the Company,
in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose, solely for the benefit of the Holders, an amount in the Currency in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date
of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;


 


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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 6.06,
the obligations of the Company to any Authenticating Agent under Section 6.12 and, if money shall have been deposited with the
Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive any termination of this Indenture.


 


Section
4.02.     Application of Trust Funds.


 


Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 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 premium, if any) and interest, if any, for whose payment such money has been deposited with or received by
the Trustee, but such money need not be segregated from other funds except to the extent required by law.


 


Article
Five


 


REMEDIES


 


Section
5.01.     Events of Default.


 


“Event of Default”,
wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason
for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless
it is either inapplicable to a particular series or is specifically deleted or modified in or pursuant to the supplemental indenture
or a Board Resolution establishing such series of Securities or is in the form of Security for such series:


 






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


 


(ii)          
default in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and
payable at its Maturity, and continuance of such default for a period of 5 days; or


 


(iii)         
default in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series, and continuance
of such default for a period of 5 days; or


 


(iv)         
default in the performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any
Security of that series (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or that has expressly been included in this Indenture solely for the benefit of a series of Securities
other than that series), and continuance of such default or breach for a period of 60 days after there has been given 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;


 


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


 


(1)          
commences a voluntary case or proceeding under any Bankruptcy Law,


 


(2)          
consents to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition or answer
or consent seeking reorganization or relief against it,


 


(3)          
consents to the entry of a decree or order for relief against it in an involuntary case or proceeding,


 


(4)          
consents to the filing of such petition or to the appointment of or taking possession by a Custodian of the Company or for
all or substantially all of its property, or


 


(5)          
makes an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts generally as they
become due or takes any corporate action in furtherance of any such action; or


 


The term “Bankruptcy
Law” means title 11, U.S. Code or any applicable federal or state bankruptcy, insolvency, reorganization or other similar
law. The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator, sequestrator or other
similar official under any Bankruptcy Law.


 






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


 


(1)          
is for relief against the Company in an involuntary case or proceeding, or


 


(2)         
adjudges the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company, or


 


(3)          
appoints a Custodian of the Company or for all or substantially all of its property, or


 


(4)          
orders the winding up or liquidation of the Company,


 


and the continuance
of any such decree or order for relief or any such other decree or order remains unstayed and in effect for a period of 90 consecutive
days; or


 


(vii)        
if, pursuant to Sections 18(a)(1)(C)(ii) and 61 of the Investment Company Act, or any successor provisions, on the last
business day of each of twenty-four consecutive calendar months any class of Securities shall have an asset coverage (as such term
is used in the Investment Company Act) of less than 100%, giving effect to any amendments to such provisions of the Investment
Company Act or to any exemptive relief granted to the Company by the Commission; or


 


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


 


Section
5.02.     Acceleration of Maturity; Rescission and Annulment.


 


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


 


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


 






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(i)           
the Company has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable,
as provided in Sections 3.12(b), 3.12(d) and 3.12(e)):


 


(1)          
all overdue installments of interest, if any, on all Outstanding Securities of that series,


 


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


 


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


 


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


 


(ii)          
all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium,
if any) or interest on Securities of that series that have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 5.13.


 


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


 


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


 


The Company covenants that if:


 


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


 


(ii)           
default is made in the payment of the principal of (or premium, if any) any Security of any series at its Maturity,


 


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


 


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


 






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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
5.04.     Trustee May File Proofs of Claim.


 


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


 


(i)            
to file and prove a claim for the whole amount of principal (or in the case of Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be provided for in the terms thereof) (and premium, if any) and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or documents (and take such other actions, including
voting for the election of a trustee in bankruptcy or similar official and serving on a committee of creditors) as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and


 


(ii)           
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding
is hereby authorized by each Holder of Securities of such series to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel,
and any other amounts due the Trustee or any predecessor Trustee under Section 6.06. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 6.06 hereof out of the estate in any such proceeding, shall be unpaid for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise.


 






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Subject to Article
Eight and Section 9.02 and unless otherwise provided as contemplated by Section 3.01, nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder of a Security in any such proceeding.


 


Section
5.05.     Trustee May Enforce Claims Without Possession of Securities.


 


All rights of action
and claims under this Indenture or any of 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 and as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section
5.06.     Application of Money Collected.


 


Any money or property
collected by the Trustee pursuant to this Article and after an Event of Default any money or other property distributable in respect
of the Company’s obligations under this Indenture 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 premium, if any) or interest,
if any, 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 and any predecessor Trustee under Section 6.06;


 


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


 


THIRD: To
the payment of the amounts then due and unpaid upon any Senior Subordinated Securities for principal (and premium, if any) and
interest, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and payable on such Senior Subordinated Securities for principal (and
premium, if any) and interest, if any, respectively; and


 






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


 


FIFTH: To
the payment of the remainder, if any, to the Company or any other Person or Persons entitled thereto.


 


Section
5.07.     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 or trustee, or for any other remedy hereunder, unless:


 


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


 


(ii)           
 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;


 


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


 


(iv)          
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


 


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


 


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


 


Section
5.08.     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 premium, if any) and (subject to Sections 3.05 and 3.07) interest, if any, on such Security on
the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date or, in the
case of repayment at the option of the Holders on the 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.


 






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Section
5.09.     Restoration of Rights and Remedies.


 


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


 


Section
5.10.     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 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities 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
5.11.     Delay or Omission Not Waiver.


 


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


 


Section
5.12.     Control by Holders of Securities.


 


Subject to Section
6.02(v), the Holders of 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


 


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


 


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


 


(iii)          
the Trustee need not take any action that might involve it in personal liability or be unjustly prejudicial to the Holders
of Securities of such series not consenting (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not any such directions are unduly prejudicial to such Holders).


 






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Section
5.13.     Waiver of Past Defaults.


 


Subject to Section
5.02, 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 Securities of such series and
its consequences, except a default


 


(i)            
in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series, or


 


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


 


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


 


Section
5.14.     Waiver of Stay or Extension Laws.


 


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


 


Section
5.15.     Undertaking for Costs.


 


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 a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. 
This Section 5.15 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.08 hereof, or a suit by Holders
of more than 10% in principal amount of the then Outstanding Securities.


 






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Article
Six


 


THE TRUSTEE


 


Section
6.01.     Notice of Defaults.


 


(a)          
Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall
transmit in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder actually known to a Responsible
Officer of the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the
case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series,
or in the payment of any sinking or purchase fund installment with respect to the Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice
is in the interest of the Holders of the Securities of such series; and provided further that in the case of any Default
or breach of the character specified in Section 5.01(iv) with respect to the Securities of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof.


 


(b)          
Prior to the time when the occurrence of an Event of Default becomes known to a Responsible Officer of the Trustee and after
the curing or waiving of all such Events of Default with respect to a series of Securities that may have occurred:


 


(i)            
the duties and obligations of the Trustee shall with respect to the Securities of any series be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities except for the performance
of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(ii)            
in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein).


 


(c)          
If an Event of Default has occurred and is continuing with respect to the Securities of any series of which a Responsible
Officer of the Trustee has actual notice, the Trustee shall exercise such of the rights and powers vested in it by this Indenture
with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(d)          
The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall
not be liable with respect to any action it takes or omits to take in accordance with the direction of the holders of not less
than a majority in principal amount of the Securities Outstanding relating to the time, method, and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, with respect to the Securities
of any series under this Indenture.


 






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(e)          
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b), (c) and (d) of this Section 6.01.


 


Section
6.02.     Certain Rights of Trustee.


 


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


 


(i)            
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, coupon or other paper or document
(whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party
or parties.


 


(ii)           
Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.03 which shall
be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution.


 


(iii)          
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 require and rely upon a Board Resolution, an Opinion of Counsel and/or an Officers’ Certificate and the Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance thereon.


 


(iv)          
The Trustee may consult with counsel concerning all matters hereunder, and may in all cases pay such reasonable compensation
to any attorney, agent, receiver or employee retained or employed by it in connection herewith 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.


 


(v)          
The Trustee shall be under no obligation to take any action or exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities
(including the reasonable fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request
or direction.


 






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


 


(vii)          
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.


 


(viii)         
The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in fact such a Default by the Company or by the Holders
of at least 25% of the aggregate principal amount of the Securities of any series then outstanding is received by the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.


 


(ix)           
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder and each Agent.


 


(x)             
The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


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


 


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


 


(xiii)          
Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential
loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to
the likelihood of such loss or damage and regardless of the form of action.


 






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(xiv)          
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, directly or indirectly, by circumstances beyond its control, including acts of God; earthquakes;
fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of
utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority
and governmental action or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility.


 


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


 


(xvi)          
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder.


 


(xvii)        
For certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment”
or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent,
respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the Code. The Trustee
shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable
payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each
case, any successor form) to the Trustee prior to closing, and shall promptly update any such form to the extent such form becomes
obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other
Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for
the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under
this Section 6.02 are not provided prior to or by the time the related payment is required to be made or are determined by the
Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder
to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such
payment.


 


Section
6.03.     Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes
no representations as to and shall not be responsible for the validity or sufficiency of this Indenture or of the Securities, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall
be accountable for the use or application by the Company of Securities or the proceeds thereof or for funds received and disbursed
in accordance with Indenture. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach
of any covenants, conditions, representations, warranties or agreements on the part of the Company but the Trustee may require
full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be
liable in its individual capacity for the obligations evidenced by the Securities. The Trustee shall have no obligation to pursue
any action that is not in accordance with applicable law. The Trustee makes no representation as to and shall not be responsible
for any statement or recital herein or any statement in any document in connection with the sale of any of the Securities. The
Trustee shall not be responsible for and makes no representation as to any act or omission of any rating agency or any rating with
respect to the Securities. The Trustee shall have no obligation to independently determine or verify if any event has occurred
or notify the Holders of any event dependent upon the rating of the Securities, or if the rating on the Securities has been changed,
suspended or withdrawn by any rating agency.


 






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Section
6.04.     May Hold Securities.


 


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


 


Section
6.05.     Money Held in Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section
6.06.     Compensation and Reimbursement and Indemnification of
Trustee.


 


The Company agrees:


 


(i)              
To pay to the Trustee and any predecessor Trustee from time to time such compensation for all services rendered by it hereunder
as has been agreed upon from time to time in writing (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust).


 


(ii)            
To reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee or any predecessor 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 as determined by a court of competent jurisdiction in
a final and non-appealable decision.


 






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(iii)           
To indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability,
claim, damage, fee, cost or expense incurred without negligence or willful misconduct on its own part as determined by a court
of competent jurisdiction in a final and non-appealable decision, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including the reasonable fees and expenses of its agents and
counsel) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder (whether asserted by the Company, any Holder, or any other Person), and including reasonable attorneys’
fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s
right to compensation, reimbursement or indemnification.


 


All indemnifications
and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors
and assigns. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim
prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (or premium, if any) or interest, if any, on particular Securities.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 5.01 occurs, the expenses and compensation for such
services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal, State or analogous
foreign law for the relief of debtors.


 


The provisions of
this Section 6.06 shall survive the resignation or removal of the Trustee and the satisfaction, termination or discharge of this
Indenture. “Trustee” for the purposes of this Section 6.06 shall include any predecessor Trustee and the Trustee
in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that
the negligence or willful misconduct of any Trustee hereunder (as determined by a court of competent jurisdiction in a final and
non-appealable decision) shall not affect the rights of any other Trustee hereunder.


 


Section
6.07.     Corporate Trustee Required; Eligibility.


 


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


 






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Section
6.08.     Disqualification; Conflicting Interests.


 


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, apply to the Commission for permission to continue as trustee 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 with respect to Securities of any series under this Indenture or any other indenture
of the Company by virtue of being a trustee under this Indenture with respect to any particular series of Securities.


 


Section
6.09.     Resignation and Removal; Appointment of Successor.


 


(a)           
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section
6.10.


 


(b)          
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof
to the Company.


 


(c)          
The Trustee may be removed at any time with respect to the Securities of any series upon 30 days prior written notice by
(i) the Company, by an Officers’ Certificate delivered to the Trustee, provided that contemporaneously therewith (x) the
Company immediately appoints a successor Trustee with respect to the Securities of such series meeting the requirements of Section
6.07 hereof and (y) the terms of Section 6.10 hereof are complied with in respect of such appointment (the Trustee being removed
hereby agreeing to execute the instrument contemplated by Section 6.10(b) hereof, if applicable, under such circumstances) and
provided, further that no Default with respect to such Securities shall have occurred and then be continuing at such time, or (ii)
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.


 


(d)          
If at any time:


 


(i)               
the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company
or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period,
the period since the issuance of the Securities of such series), or


 


(ii)             
the Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter
period, the period since the initial issuance of the Securities of such series), or


 


(iii)           
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section
315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter
period, the period since the initial issuance of the Securities of such series) 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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(e)             
If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after
the giving of a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


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


 


(g)            
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices
to the Holders of Securities in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


Section
6.10.     Acceptance of Appointment by Successor.


 


(a)             
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.06.


 






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(b)             
In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and that (i)
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, (ii) shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add
to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such 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. Whenever there is a successor Trustee
with respect to one or more (but less than all) series of securities issued pursuant to this Indenture, the terms “Indenture”
and “Securities” shall have the meanings specified in the provisos to the respective definition of those terms in Section
1.01 which contemplate such situation.


 


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


 


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


 


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


 


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


 






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Section
6.12.     Appointment of Authenticating Agent.


 


At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates
of the Company) with respect to one or more series of Securities that shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible
Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and, except as may otherwise be provided pursuant to Section
3.01, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the
laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $1,500,000 and subject to supervision or examination by Federal or
State authorities.


 


If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


 


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


 






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An Authenticating Agent
for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and
to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall promptly give written notice of such appointment to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 1.06. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


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


 


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


 


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


 


	 	Wells Fargo Bank, National Association, as Authenticating
Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory




 


If all of the Securities
of a series may not be originally issued at one time, and the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which,
if so requested by the Company, shall be an Affiliate of the Company) having an office in a Place of Payment designated by the
Company with respect to such series of Securities, provided that the terms and conditions of such appointment are reasonably
acceptable to the Trustee.


 






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Section
6.13.     Preferential Collection of Claims Against Company.


 


The Trustee is subject
to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or
been removed shall be subject to TIA Section 311(a) to the extent indicated therein.


 


Article
Seven


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.01.     Disclosure of Names and Addresses of Holders.


 


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 Authenticating
Agent nor any Paying Agent nor any Security Registrar nor any agent of any of them shall be held accountable by reason of the disclosure
of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312, regardless of
the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing or
sending any material pursuant to a request made under TIA Section 312(b).


 


Section
7.02.     Preservation of Information; Communications to Holders.


 


(a)             
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 7.01 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 7.01
upon receipt of a new list so furnished.


 


(b)             
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 duties of the Trustee, shall be as provided by the Trust Indenture Act.


 


(c)             
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 the names and addresses of Holders made pursuant to the Trust Indenture Act.


 


Section
7.03.     Reports by Trustee.


 


Within 60 days after
May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail or send to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 which meets the requirements of TIA 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, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing
of the Securities on any stock exchange. In the event that, on any such reporting date, no events have occurred under the applicable
sections of the TIA within the 12 months preceding such reporting date, the Trustee shall be under no duty or obligation to
provide such reports.


 






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Section
7.04.     Reports by Company.


 


The Company will 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; provided, that any such information, documents or reports
filed electronically with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be deemed filed with and
delivered to the Trustee and the Holders at the same time as filed with the Commission. The Trustee shall have no obligation whatsoever
to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR filing system (or its
successor) or postings to any website have occurred.


 


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


 


Section
7.05.     Calculation of Original Issue Discount.


 


Upon request of the
Trustee, the Company shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount
of original issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities as of the end
of such year.


 


Article
Eight


 


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


Section
8.01.     Merger, Consolidation or Sale of Assets.


 


The Company shall
not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the
Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for
the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not
be deemed to be any such sale, transfer, lease, conveyance or disposition; and provided further that this Section 8.01 shall not
apply to any sale, transfer, lease, conveyance, or other disposition of all or substantially all of the Company’s property
to a wholly owned Subsidiary) in one transaction or series of related transactions unless:


 


(i)    the
Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company)
formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation
or limited liability company organized and existing under the laws of the United States of America or any state or territory thereof;


 






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(ii)    the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the
Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and
premium, if any, and interest on, all the Securities Outstanding, and the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be performed by the Company;


 


(iii)    immediately
before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default
shall have occurred and be continuing; and


 


(iv)    the
Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each
stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 8.01, that
all conditions precedent in this Indenture relating to such transaction have been complied with.


 


For the purposes
of this Section 8.01, the sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries
of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all
the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property
of the Company.


 


Section
8.02.     Successor Person Substituted.


 


Upon any consolidation
or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor Person formed by such consolidation or into which the Company is merged or the successor Person
to which such conveyance or transfer is made 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 had been named as the Company herein; and in the event
of any such conveyance or transfer, the Company shall be discharged from all obligations and covenants under this Indenture and
the Securities and may be dissolved and liquidated.


 


Article
Nine


 


SUPPLEMENTAL INDENTURES


 


Section
9.01.     Supplemental Indentures Without Consent of Holders.


 


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


 






    	 	61	 



     


    

 


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


 


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


 


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


 


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


 


(v)             
to secure any series of the Securities pursuant to the requirements of Section 8.01, or otherwise; or


 


(vi)            
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions
and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company),
or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations
or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series,
as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or


 


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


 


(viii)         
to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein,
or to make any other provisions with respect to the matters or questions arising under this Indenture; provided that such action
shall not adversely affect the interests of the Holders of Securities of any series in any material respect, in each case as determined
in good faith by the Company, as evidenced by an Officers’ Certificate; or


 


(ix)            
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; 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 as determined in good faith by the Company, as evidenced in an Officers’ Certificate; or


 






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(x)             
to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees
of Securities in accordance with the terms of the applicable series of Securities; or


 


(xi)            
to make any change in any series of Securities that does not adversely affect in any material respect the rights of the
Holders of such Securities as determined in good faith by the Company, as evidenced in an Officers’ Certificate.


 


Section
9.02.     Supplemental Indentures with Consent of Holders.


 


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


 


(i)            
change the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any
Security, subject to the provisions of Section 3.08; or the terms of any sinking fund with respect to any Security; or reduce the
principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium
payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 10.04
(except as contemplated by Section 8.01(i) and permitted by Section 9.01(i)), or reduce the portion of the principal of an Original
Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 5.04,
or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or
the Currency 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 at the option
of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or adversely affect any right to convert
or exchange any Security as may be provided pursuant to Section 3.01 herein, or modify the subordination provisions set forth in
Article Sixteen in a manner that is adverse to the Holder of any Security, or


 


(ii)           
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of
compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 15.04 for quorum or voting, or


 






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(iii)          
modify any of the provisions of this Section, Section 5.13 or Section 10.06, 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 of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.10(b) and 9.01(viii).


 


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


 


A supplemental indenture
that 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 that 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.


 


The Company may, but
shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental
hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided,
that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date
that is eleven months after such record date, any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.


 


Section
9.03.     Execution of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition
to the documents required by Section 1.02 of this Indenture, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this Indenture, constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms and that all conditions precedent to such supplemental
indenture have been complied with, subject to customary assumptions and exceptions. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise.


 






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Section
9.04.     Effect of Supplemental Indentures.


 


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


 


Section
9.05.     Conformity with Trust Indenture Act.


 


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


 


Section
9.06.     Reference in Securities to Supplemental Indentures.


 


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


 


Article
Ten


 


COVENANTS


 


Section
10.01. Payment of Principal, Premium, if any, and Interest.


 


The Company covenants
and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of such series of Securities
and this Indenture. Unless otherwise specified with respect to Securities of any series pursuant to Section 3.01, at the option
of the Company, all payments of principal may be paid by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.


 


Section
10.02. Maintenance of Office or Agency.


 


The Company shall
maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where
Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, 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 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 of such purposes, and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office
or agency. Unless otherwise specified with respect to any Securities pursuant to Section 3.01 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series of Securities the Corporate Trust Office, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent, and as its agent to receive all such presentations, surrenders,
notices and demands.


 






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Unless otherwise specified
with respect to any Securities pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under
any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will notify the Trustee of the name and address of any Exchange Rate Agent retained
by it.


 


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


 


If the Company shall
at any time act as its own Paying Agent with respect to any series of any Securities, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections
3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (and premium,
if any) and interest, if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company
shall have one or more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (or
premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency or Currencies
described in the preceding paragraph), sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due,
such sum of money to be held in trust for the benefit of the Persons entitled to such principal, premium or interest and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company 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 of money held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.


 






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Except as otherwise
provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series, and remaining
unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company upon
Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such money held in trust, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


 


Section
10.04. Additional Amounts.


 


If the Securities of
a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series such
Additional Amounts as may be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series or the net proceeds received
on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional
Amounts provided for by the terms of such series established pursuant to Section 3.01 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.


 


Except as otherwise
specified as contemplated by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of principal premium is made), and at least 10 days
prior to each date of payment of principal, premium or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying
Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal, premium or interest on the Securities of that series shall be made to
Holders of Securities of that series who are not United States persons without withholding for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities
of that series and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such
Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate,
then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect
to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding
or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without negligence or willful misconduct on their part arising
out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant
to this Section or in reliance on the Company’s not furnishing such an Officers’ Certificate.


 






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Section
10.05. Statement as to Compliance.


 


The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof so long as any Security is Outstanding
hereunder, an Officers’ Certificate one signer of which shall be either the principal executive officer, the principal financial
officer or the principal accounting officer of the Company, that need not comply with Section 1.02 stating to the knowledge
of the signers thereof whether the Company is in default in the performance of any of the terms, provisions or conditions of this
Indenture. For purposes of this Section 10.05, such default shall be determined without regard to any period of grace or requirement
of notice under this Indenture.


 


Section
10.06. Waiver of Certain Covenants.


 


The Company may omit
in any particular instance to comply with any covenant or condition of the Company set forth herein or added to Article Ten pursuant
to Section 3.01(xiv) or Section 3.01(xv) in connection with the Securities of a series, if before or after the time for such compliance
the Holders of at least a majority in aggregate principal amount of all Outstanding Securities of such series, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


 


 


Article
Eleven


 


REDEMPTION OF SECURITIES


 


Section
11.01. Applicability of Article.


 


Securities of any series
that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.


 


Section
11.02. Election to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities
to be redeemed, and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 11.03. In the case of any redemption of Securities of any series prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 






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Section
11.03. Selection by Trustee of Securities to Be Redeemed.


 


If less than all of
the Securities are to be redeemed at any time, and the Securities are global Securities, the Securities to be redeemed will be
selected by the Trustee in accordance with applicable Depositary procedures. If the Securities to be redeemed or repurchased are
not global Securities then held by the Depositary, the Trustee shall select the Securities to be redeemed (i) if the Securities
are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange
on which the Securities are listed, (ii) on a pro rata basis to the extent practicable or (iii) to the extent
that selection on a pro rata basis is not practicable by lot or such other similar method the Trustee deems to be fair and
appropriate from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption,
not less than 30 nor more than 60 days prior to the redemption date; provided that such method complies with the rules of
any national securities exchange or quotation system on which the Securities are listed, and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities
of that series; provided, however, that no such partial redemption shall reduce the portion of the principal amount
of a Security not redeemed to less than the minimum authorized denomination for Securities of such series.


 


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


 


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


 


Section
11.04. Notice of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 1.06, not less than 30 days nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by the terms of such series established pursuant to Section 3.01, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.


 






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


 


All notices of redemption
shall identify the Securities to be redeemed and shall state:


 


(i)              
the Redemption Date,


 


(ii)             
the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 11.06,


 


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


 


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


 


(v)             
that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided
in Section 11.06 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable,
that interest thereon shall cease to accrue on and after said date,


 


(vi)            
the Place or Places of Payment where such Securities, if any, maturing after the Redemption Date, are to be surrendered
for payment of the Redemption Price and accrued interest, if any, and the name of any Paying Agent,


 


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


 


(viii)         
the CUSIP number of such Security, if any, and that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Security.


 


A notice of redemption
published as contemplated by Section 1.06 need not identify particular Registered Securities to be redeemed. Notice of redemption
of Securities to be redeemed shall be given by the Company or, at the Company’s request, delivered to the Trustee at least
2 Business Days prior to the date the notice of redemption is to be sent (unless a shorter period shall be satisfactory to the
Trustee), an Officers’ Certificate requesting that the Trustee give such notice together with the notice to be given setting
forth the information to be stated therein as provided in the preceding paragraph, by the Trustee in the name and at the expense
of the Company.


 






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Section
11.05. Deposit of Redemption Price.


 


On or prior to 10:00
am, New York City time, on the Business Day prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, in accordance with the terms of this Indenture, segregate and
hold in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided
in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (unless otherwise
specified pursuant to Section 3.01) accrued interest on, all the Securities or portions thereof which are to be redeemed on that
date.


 


Section
11.06. Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e))
(together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such Securities shall if the same were interest-bearing cease
to bear interest. 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, if any, to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.01, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section
3.07.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest
from the Redemption Date at the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security,
at the Yield to Maturity of such Security.


 


Section
11.07. Securities Redeemed in Part.


 


Any Registered Security
that is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized
in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security
so surrendered. If a temporary global Security or permanent global Security is so surrendered, such new Security so issued shall
be a new temporary global Security or permanent global Security, respectively. However, if less than all the Securities of any
series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion
shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to
the relevant redemption date.


 






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Article
Twelve


 


SINKING FUNDS


 


Section
12.01. Applicability of Article.


 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated
by Section 3.01 for Securities of such series.


 


The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities of any series
is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking
fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such
series.


 


Section
12.02. Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section
12.03. Redemption of Securities for Sinking Fund.


 


Not less than 60 days
prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable,
as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If
such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.


 






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Article
Thirteen


 


REPAYMENT AT THE OPTION OF HOLDERS


 


Section
13.01. 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 by the terms of such series established pursuant to Section 3.01) in accordance with
this Article.


 


Section
13.02. Repayment of Securities.


 


Securities of any series
subject to repayment in whole or in part at the option of one or more Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before 10:00 am, New York City
time, on the Business Day preceding 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 10.03) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of
such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the Repayment Price
of, and (unless otherwise specified pursuant to Section 3.01) accrued interest on, all the Securities or portions thereof, as the
case may be, to be repaid on such date.


 


Section
13.03. Exercise of Option.


 


Securities of any series
subject to repayment at the option of one or more 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 Repayment Price of such Security
is to be repaid in accordance with the terms of such Security, the portion of the Repayment Price of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of such Security surrendered that is not to be repaid, must be specified.
Any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment,
the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series
of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.
If the Security is in global form, the exercise of such option and payment thereof shall also be made in compliance with the applicable
procedures of the Depositary.


 






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


 


If Securities of any
series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be
repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities
shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Security for repayment in accordance
with such provisions, the Repayment Price of such Security so to be repaid shall be paid by the Company, together with accrued
interest, if any, to the Repayment Date; provided, however, that installments of interest on Registered Securities,
whose Stated Maturity is prior to (or, if specified pursuant to Section 3.01, on) 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 3.07.


 


If any Security surrendered
for repayment shall not be so repaid upon surrender thereof, the Repayment Price shall, until paid, bear interest from the Repayment
Date at the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.


 


Section
13.05. Securities Repaid in Part.


 


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


 






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Article
Fourteen


 


DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


If pursuant to Section
3.01 provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 14.02 or (b)
covenant defeasance of the Securities of or within a series under Section 14.03, then the provisions of such Section or Sections,
as the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant
to Section 3.01 with respect to any Securities), shall be applicable to such Securities, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities, elect to have either Section 14.02 (if applicable) or Section 14.03 (if
applicable) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Article.


 


Section
14.02. Defeasance and Discharge.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions
set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities,
which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections
of this Indenture referred to in clauses (A) and (B) of this Section, 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), except for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section
14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest,
if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under
Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated
by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject
to compliance with this Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise
of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.


 






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Section
14.03. Covenant Defeasance.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall
be released from its obligations, if specified pursuant to Section 3.01, under any covenant with respect to such Outstanding Securities
on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “covenant defeasance”),
and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent
or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenant, but shall continue to
be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 5.01(iv) or 5.01(vii) or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of such Securities
may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section 14.03.


 


Section
14.04. Conditions to Defeasance or Covenant Defeasance.


 


The following shall
be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series:


 


(i)                
The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article Fourteen applicable to
it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit
of, and dedicated solely to, the Holders of such Securities, (A) an amount (in such Currency in which such Securities are then
specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis
of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide, without reinvestment thereof, not later
than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities,
money in an amount, or (C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized investment
bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (1) the principal
of (and premium, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment
of principal or interest and (2) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities
on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities.


 


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


 






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(iii)           
No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 5.01(v) and 5.01(vi) are concerned, at any time during the period ending on the 91st day after
the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).


 


(iv)           
In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the
date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.


 


(v)            
In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes
as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not occurred.


 


(vi)           
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case
may be) have been complied with.


 


(vii)          
Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.01.


 


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


 


Subject to the provisions
of the last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to
Section 3.01) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes
of this Section 14.05, the “Trustee”) pursuant to Section 14.04 in respect of any Outstanding Securities of any series
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 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 premium,
if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law.


 






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Unless otherwise specified
with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the
terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 14.04(a) has been
made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or by the terms
of any Security in respect of which the deposit pursuant to Section 14.04(a) has been made, the indebtedness represented by such
Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and
premium, if any) and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to
a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations
deposited pursuant to Section 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of such Outstanding Securities.


 


Anything in this Article
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the
opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited
to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.


 


If, after the Company
has made a deposit with the Trustee pursuant to Section 14.04, the Trustee is unable to apply any money in accordance with Section
14.05 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the applicable
Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.04 until such time as the Trustee
is permitted to apply all such money in accordance with this Article Fourteen; provided, however, that if the Company has
made any payment of the principal of or interest on any series of Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to receive any such payment from the money held by
the Trustee.


 


Money deposited with
the Trustee in trust pursuant to this Section 14.05 shall not be subject to the subordination provisions of Article Sixteen.


 






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Article
Fifteen


 


MEETINGS OF HOLDERS OF SECURITIES


 


Section
15.01. Purposes for Which Meetings may be Called.


 


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


 


Section
15.02. Call, Notice and Place of Meetings.


 


(a)              
The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 15.01,
to be held at such time and at such place in the Borough of Manhattan, the City of New York as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.06, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(b)             
In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series
for any purpose specified in Section 15.01, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication or mailing or sending of the notice of such meeting within
21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time
and the place in the Borough of Manhattan, the City of New York for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.


 


Section
15.03. Persons Entitled to Vote at Meetings.


 


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


 






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Section
15.04. Quorum; Action.


 


The Persons entitled
to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders
of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to
a consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may
be made, given or taken by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 15.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.


 


Except as limited by
the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities
of that series; provided, however, that, except as limited by the proviso to Section 9.02, any resolution with respect
to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


 


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


 


Notwithstanding the
foregoing provisions of this Section 15.04, if any action is to be taken at a meeting of Holders of Securities of any series with
respect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional series:


 


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


 


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


 






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


 


(a)              
Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section
1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 1.04 or other proof.


 


(b)             
The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by Holders of Securities as provided in Section 15.02(b), in which case the Company or the Holders
of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting.


 


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


 


(d)             
Any meeting of Holders of Securities of any series duly called pursuant to Section 15.02 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting, and the meeting may be held as so adjourned without further notice.


 


Section
15.06. Counting Votes and Recording Action of Meetings.


 


The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company
and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 






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Article
Sixteen


 


SUBORDINATION OF SECURITIES


 


Section
16.01. Agreement to Subordinate.


 


The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of Senior Subordinated Securities by his acceptance thereof,
whether upon original issue or upon transfer, assignment or exchange thereof, likewise covenants and agrees, that the payment of
the principal of (and premium, if any) and interest, if any, on each and all of the Senior Subordinated Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior
Indebtedness.


 


The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of Junior Subordinated Securities by his acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all
of the Junior Subordinated Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness and Senior Subordinated Indebtedness.


 


Section
16.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.


 


Upon any distribution
of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling
of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other
equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the Holders thereof with
respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


(i)              
the Holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium,
if any) and interest due thereon before the Holders of the Subordinated Securities (except that, anything in this Indenture to
the contrary notwithstanding, Holders of Subordinated Securities may receive and retain Permitted Junior Securities) are entitled
to receive any payment upon the principal (or premium, if any) or interest, if any, on indebtedness evidenced by the Subordinated
Securities (except that, anything in this Indenture to the contrary notwithstanding, Holders of Subordinated Securities may receive
and retain Permitted Junior Securities); and


 






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(ii)             
the Holders of all Senior Subordinated Indebtedness shall be entitled to receive payment in full of the principal thereof
(and premium, if any) and interest due thereon before the Holders of the Junior Subordinated Securities are entitled to receive
any payment upon the principal (or premium, if any) or interest, if any, on indebtedness evidenced by the Junior Subordinated Securities;
and


 


(iii)            
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article Sixteen shall
be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy,
a receiver or liquidating trustee or otherwise, directly to the Holders of Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the Holders of such Senior Indebtedness;
and


 


(iv)            
in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities before
all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to the Trustee, to
the Holder of such Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have
been issued, ratably as aforesaid, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the Holders of such
Senior Indebtedness.


 


“Permitted
Junior Securities” means:


 


(i)                 
Equity Interests in the Company; or


 


(ii)                debt
securities that are subordinated to all Senior Indebtedness and any debt securities issued in exchange for Senior Indebtedness
to substantially the same extent as, or to a greater extent than, the Subordinated Securities and the Junior Subordinated Securities
are subordinated to Senior Indebtedness under this Indenture.


 






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Subject to the payment
in full of all Senior Indebtedness, the Holders of the Subordinated Securities shall be subrogated in order of seniority to the
rights of the Holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the Subordinated Securities
shall be paid in full and no such payments or distributions to the Holders of the Subordinated Securities of cash, property or
securities otherwise distributable to the Holders of Senior Indebtedness shall, as between the Company, its creditors other than
the Holders of Senior Indebtedness, and the Holders of the Subordinated Securities be deemed to be a payment by the Company to
or on account of the Subordinated Securities. It is understood that the provisions of this Article Sixteen are and are intended
solely for the purpose of defining the relative rights of the Holders of the Subordinated Securities, on the one hand, and the
Holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article Sixteen or elsewhere in this Indenture
or in the Subordinated Securities is intended to or shall impair, as between the Company, its creditors other than the Holders
of Senior Indebtedness, and the Holders of the Subordinated Securities, the obligation of the Company, which is unconditional and
absolute, to pay to the Holders of the Subordinated Securities the principal of (and premium, if any) and interest, if any, on
the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Subordinated Securities and creditors of the Company other than the Holders of Senior Indebtedness,
nor shall anything herein or in the Subordinated Securities prevent the Trustee or the Holder of any Subordinated Security from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Sixteen of the Holders of Senior Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen,
the Trustee, subject to the provisions of Section 6.01, shall be entitled to rely upon a certificate of the liquidating trustee
or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate
in such distribution, the Holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen.


 


If the Trustee or any
Holder of Subordinated Securities does not file a proper claim or proof of debt in the form required in any proceeding referred
to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the Holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of
Subordinated Securities.


 


With respect to the
Holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations with respect to Holders of Senior Indebtedness shall
be read into this Indenture against the Trustee. The Trustee does not owe any fiduciary duties to the holders of Senior Indebtedness,
including any holder of any instrument other than Securities issued under this Indenture.


 


Section
16.03. No Payment on Subordinated Securities in Event of Default on Senior Indebtedness.


 


No payment by the Company
on account of principal (or premium, if any), sinking funds or interest, if any, on the Subordinated Securities shall be made unless
full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made
or duly provided for in money or money’s worth.


 






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Section
16.04. Payments on Subordinated Securities Permitted.


 


Nothing contained in
this Indenture or in any of the Subordinated Securities shall (a) affect the obligation of the Company to make, or prevent the
Company from making, at any time except as provided in Sections 16.02 and 16.03, payments of principal of (or premium, if any)
or interest, if any, on the Subordinated Securities or (b) prevent the application by the Trustee of any moneys deposited with
it hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if any, on the Subordinated
Securities, unless the Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting the making
of such payment more than three Business Days prior to the date fixed for such payment.


 


Section
16.05. Authorization of Holders to Trustee to Effect Subordination.


 


Each Holder of Subordinated
Securities by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen and appoints the Trustee his attorney-in-fact for
any and all such purposes.


 


Section
16.06. Notices to Trustee.


 


Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the
Company) shall be charged with knowledge of the existence of any Senior Indebtedness or of any event which would prohibit the making
of any payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have
received (in the case of the Trustee, at its Corporate Trust Office) written notice thereof from the Company or from the Holder
of any Senior Indebtedness or from the trustee for any such Holder, together with proof reasonably satisfactory to the Trustee
of such holding of Senior Indebtedness or of the authority of such trustee; provided, however, that if at least three
Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Subordinated Security) the Trustee
shall not have received with respect to such moneys the notice provided for in this Section 16.06, then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by it
within three Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a Holder of Senior Indebtedness (or a trustee on behalf of such Holder) to establish that
such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such Holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this Article Sixteen, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Sixteen and, if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive such payment.


 






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Section
16.07. Trustee as Holder of Senior Indebtedness.


 


The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article Sixteen in respect of any Senior Indebtedness
at any time held by it to the same extent as any other Holder of Senior Indebtedness and nothing in this Indenture shall be construed
to deprive the Trustee of any of its rights as such Holder.


 


Nothing in this Article
Sixteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06.


 


Section
16.08. Modifications of Terms of Senior Indebtedness.


 


Any renewal or extension
of the time of payment of any Senior Indebtedness or the exercise by the Holders of Senior Indebtedness of any of their rights
under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Subordinated Securities or the Trustee.


 


No compromise, alteration,
amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under
which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with
the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Sixteen or of
the Subordinated Securities relating to the subordination thereof.


 


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


 


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


 


* * * * *


 


This Indenture may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture. The exchange of copies of this Indenture and of signature pages by facsimile,
..pdf transmission or electronic mail shall constitute effective execution and delivery of this Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile, .pdf transmission or electronic mail shall be deemed to be their original signatures
for all purposes.


 






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


 


	 	OWL ROCK CAPITAL CORPORATION II
	 	 	 
	 	 	 
	 	By:  	/s/ Alan Kirshenbaum
	 	 	Name:	Alan Kirshenbaum
	 	 	Title:	Chief Operating Officer
	 	 
	 	Wells Fargo Bank, National
    Association, as Trustee
	 	 	
	 	 	 
	 	By:  	/s/ Maddy Hughes
	 	 	Name:	Maddy Hughes
	 	Title:	Vice President




 


[Signature Page to Indenture]


 






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