EXHIBIT 4.2


 


SENESTECH, INC.


 


ISSUER


 


TO


 


,


 


TRUSTEE


 


INDENTURE


 


[SUBORDINATED] DEBT SECURITIES


 


DATED AS OF , 20


 




     


     


    

 


Reconciliation and tie between Trust Indenture
Act of 1939 (the “Trust Indenture Act”) and Indenture


	 	 	 	 	 
	
        Trust
Indenture Act of 1939 Section
	 	
        Indenture
Section

	 	 	 
	310	 	(a)(1)	 	6.8
	 	 	 
	 	 	(a)(2)	 	6.8
	 	 	 
	 	 	(a)(3)	 	TIA
	 	 	 
	 	 	(a)(4)	 	Not Applicable
	 	 	 
	 	 	(a)(5)	 	TIA
	 	 	 
	 	 	(b)	 	6.9
	 	 	 
	311	 	(a)	 	TIA
	 	 	 
	 	 	(b)	 	TIA
	 	 	 
	312	 	(a)	 	7.1
	 	 	 
	 	 	(b)	 	7.2
	 	 	 
	 	 	(c)	 	7.2
	 	 	 
	313	 	(a)	 	7.3
	 	 	 
	 	 	(b)	 	7.3
	 	 	 
	 	 	(c)	 	7.3
	 	 	 
	 	 	(d)	 	7.3
	 	 	 
	314	 	(a)	 	7.4; TIA
	 	 	 
	 	 	(b)	 	Not Applicable
	 	 	 
	 	 	(c)(1)	 	1.2
	 	 	 
	 	 	(c)(2)	 	1.2
	 	 	 
	 	 	(c)(3)	 	Not Applicable
	 	 	 
	 	 	(d)	 	Not Applicable
	 	 	 
	 	 	(e)	 	1.2
	 	 	 
	 	 	(f)	 	1.2
	 	 	 






	315	 	(a)	 	6.1; TIA
	 	 	 
	 	 	(b)	 	6.3
	 	 	 
	 	 	(c)	 	6.1; TIA
	 	 	 
	 	 	(d)(1)	 	6.1; TIA
	 	 	 
	 	 	(d)(2)	 	6.1; TIA
	 	 	 
	 	 	(d)(3)	 	6.1; TIA
	 	 	 
	 	 	(e)	 	5.15; TIA
	 	 	 
	316	 	(a) (last sentence)	 	1.1
	 	 	 
	 	 	(a)(1)(A)	 	5.2; 5.12
	 	 	 
	 	 	(a)(1)(B)	 	5.13
	 	 	 
	 	 	(b)	 	5.8
	 	 	 
	 	 	(c)	 	TIA
	 	 	 
	317	 	(a)(1)	 	5.3
	 	 	 
	 	 	(a)(2)	 	5.4
	 	 	 
	 	 	(b)	 	10.3
	 	 	 
	318	 	(a)	 	1.8
	 	 	 
	 	 	(b)	 	TIA
	 	 	 
	 	 	(c)	 	TIA


 


This reconciliation and tie section does
not constitute part of the Indenture.


 



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	ARTICLE 1.	6
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	6
	Section 1.1. Definitions	6
	Section 1.2. Compliance Certificates and Opinions	14
	Section 1.3. Form of Documents Delivered to Trustee	15
	Section 1.4. Acts of Holders	15
	Section 1.5. Notices, Etc. to the Trustee and the Company	17
	Section 1.6. Notice to Holders of Securities; Waiver	17
	Section 1.7. Language of Notices	18
	Section 1.8. Conflict with Trust Indenture Act	18
	Section 1.9. Effect of Headings and Table of Contents	18
	Section 1.10. Successors and Assigns	18
	Section 1.11. Separability Clause	18
	Section 1.12. Benefits of Indenture	18
	Section 1.13. Governing Law	18
	Section 1.14. Legal Holidays	19
	Section 1.15. Counterparts	19
	Section 1.16. Judgment Currency	19
	Section 1.17. No Security Interest Created	19
	Section 1.18. Limitation on Individual Liability	20
	ARTICLE 2.	20
	SECURITIES FORMS	20
	Section 2.1. Forms Generally	20
	Section 2.2. Form of Trustee’s Certificate of Authentication	20
	Section 2.3. Securities in Global Form	21
	ARTICLE 3.	21
	THE SECURITIES	21
	Section 3.1. Amount Unlimited; Issuable in Series	21
	Section 3.2. Currency; Denominations	25
	Section 3.3. Execution, Authentication, Delivery and Dating	25
	Section 3.4. Temporary Securities	26
	Section 3.5. Registration, Transfer and Exchange	27
	Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities	30
	Section 3.8. Persons Deemed Owners	32
	Section 3.9. Cancellation	33
	Section 3.10. Computation of Interest	33
	ARTICLE 4.	33
	SATISFACTION AND DISCHARGE OF INDENTURE	33
	Section 4.1. Satisfaction and Discharge	33
	Section 4.2. Defeasance and Covenant Defeasance	34
	Section 4.3. Application of Trust Money	38
	Section 4.4. Reinstatement	38
	ARTICLE 5.	38
	REMEDIES	38
	Section 5.1. Events of Default	38
	Section 5.2. Acceleration of Maturity; Rescission and Annulment	39
	Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee	40
	Section 5.4. Trustee May File Proofs of Claim	41
	Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons	42
	Section 5.6. Application of Money Collected	42



 






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	Section 5.7. Limitations on Suits	42
	Section 5.8. Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts	43
	Section 5.9. Restoration of Rights and Remedies	43
	Section 5.10. Rights and Remedies Cumulative	43
	Section 5.11. Delay or Omission Not Waiver	43
	Section 5.12. Control by Holders of Securities	44
	Section 5.13. Waiver of Past Defaults	44
	Section 5.14. Waiver of Usury, Stay or Extension Laws	44
	Section 5.15. Undertaking for Costs	44
	ARTICLE 6.	45
	THE TRUSTEE	45
	Section 6.1. Certain Duties and Responsibilities	45
	Section 6.2. Certain Rights of Trustee	45
	Section 6.3. Notice of Defaults	47
	Section 6.4. Not Responsible for Recitals or Issuance of Securities	47
	Section 6.5. May Hold Securities	47
	Section 6.6. Money Held in Trust	48
	Section 6.7. Compensation and Reimbursement	48
	Section 6.8. Corporate Trustee Required; Eligibility	48
	Section 6.9. Resignation and Removal; Appointment of Successor	49
	Section 6.10. Acceptance of Appointment by Successor	50
	Section 6.11. Merger, Conversion, Consolidation or Succession to Business	51
	Section 6.12. Appointment of Authenticating Agent	51
	ARTICLE 7.	53
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	53
	Section 7.1. Company to Furnish Trustee Names and Addresses of Holders	53
	Section 7.2. Preservation of Information; Communications to Holders	53
	Section 7.3. Reports by Trustee	53
	Section 7.4. Reports by Company	54
	ARTICLE 8.	54
	CONSOLIDATION, MERGER AND SALES	54
	Section 8.1. Company May Consolidate, Etc., Only on Certain Terms	54
	Section 8.2. Successor Person Substituted for Company	55
	ARTICLE 9.	55
	SUPPLEMENTAL INDENTURES	55
	Section 9.1. Supplemental Indentures Without Consent of Holders	55
	Section 9.2. Supplemental Indentures With Consent of Holders	56
	Section 9.3. Execution of Supplemental Indentures	57
	Section 9.4. Effect of Supplemental Indentures	57
	Section 9.6. Conformity With Trust Indenture Act	58
	Section 9.7. Notice of Supplemental Indenture	58
	ARTICLE 10.	58
	COVENANTS	58
	Section 10.1. Payment of Principal, Any Premium, Interest and Additional Amounts	58
	Section 10.2. Maintenance of Office or Agency	58
	Section 10.3. Money for Securities Payments to be Held in Trust	59
	Section 10.4. Additional Amounts	61
	Section 10.5. [Reserved.]	61
	Section 10.6. [Reserved.]	61



 






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	Section 10.7. Corporate Existence	61
	Section 10.8. Waiver of Certain Covenants	62
	Section 10.9. Company Statement as to Compliance; Notice of Certain Defaults	62
	ARTICLE 11.	62
	REDEMPTION OF SECURITIES	62
	Section 11.1. Applicability of Article	62
	Section 11.2. Election to Redeem; Notice to Trustee	62
	Section 11.3. Selection by Trustee of Securities to be Redeemed	63
	Section 11.4. Notice of Redemption	63
	Section 11.5. Deposit of Redemption Price	64
	Section 11.6. Securities Payable on Redemption Date	65
	Section 11.7. Securities Redeemed in Part	65
	ARTICLE 12.	66
	SINKING FUNDS	66
	Section 12.1. Applicability of Article	66
	Section 12.2. Satisfaction of Sinking Fund Payments With Securities	66
	Section 12.3. Redemption of Securities for Sinking Fund	66
	ARTICLE 13.	67
	REPAYMENT AT THE OPTION OF HOLDERS	67
	Section 13.1. Applicability of Article	67
	ARTICLE 14.	67
	SECURITIES IN FOREIGN CURRENCIES	67
	Section 14.1. Applicability of Article	67
	ARTICLE 15.	68
	MEETINGS OF HOLDERS OF SECURITIES	68
	Section 15.1. Purposes for Which Meetings May Be Called	68
	Section 15.2. Call, Notice and Place of Meetings	68
	Section 15.3. Persons Entitled to Vote at Meetings	68
	Section 15.4. Quorum; Action	68
	Section 15.5. Determination of Voting Rights; Conduct and Adjournment of Meetings	69
	Section 15.6. Counting Votes and Recording Action of Meetings	70
	ARTICLE 16.	70
	SUBORDINATION OF SECURITIES	70
	Section 16.1. Securities Subordinate to Senior Indebtedness	70
	Section 16.3. No Payment when Senior Indebtedness in Default	71
	Section 16.4. Reliance by Senior Indebtedness on Subordination Provisions	72
	Section 16.5. Payment Permitted If No Default	72
	Section 16.6. Subrogation to Rights of Holders of Senior Indebtedness	73
	Section 16.7. Provisions Solely to Define Relative Rights	73
	Section 16.8. Trustee to Effectuate Subordination	73
	Section 16.9. No Waiver of Subordination Provisions	73
	Section 16.10. Notice to Trustee	74
	Section 16.11. Reliance on Judicial Order or Certificate of Liquidating Agent	74
	Section 16.12. Trustee Not Fiduciary for Holders of Senior Indebtedness	75
	Section 16.13. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	75
	Section 16.14. Article Applicable to Paying Agents	75
	Section 16.15. Defeasance of this Article 16	75
	EXHIBIT A	77


 






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INDENTURE, dated as of
                       
, 20 (the “Indenture”), among SenesTech, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”), having its principal executive office located at 3140 N
Caden Court, Suite 1, Flagstaff, Arizona 86004, and
                       
, a
                       
, as trustee (hereinafter called the “Trustee”), having
its Corporate Trust Office located at                        
..


 


RECITALS


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured, [unsubordinated/subordinated] debentures,
notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to
bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions
as shall be fixed as hereinafter provided.


 


The Company has duly authorized the execution
and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with
its terms, have been done.


 


This Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH: 


 


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


 


ARTICLE 1.





DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION


 


Section 1.1. Definitions.


 


Except as otherwise expressly provided in
or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


(3) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America
and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
in the United States of America at the date or time of such computation;


 


(4) the words “herein,” “hereof,”
“hereto” 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; and


 






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(5) the word “or” is always
used inclusively (for example, the phrase “A or B” means “A or B or both,” not “either A or B but
not both”).


 


Certain terms used principally in certain
Articles hereof are defined in those Articles.


 


“Act,” when used with respect
to any Holders, has the meaning specified in Section 1.4.


 


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


 


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


 


“Authenticating Agent” means
any Person authorized 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 an official language of the place of publication or in the English language, customarily published on each day
that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the place of publication,
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 day that is a Business
Day in the place of publication.


 


“Authorized Officer” means,
when used with respect to the Company, the Chairman of the Board of Directors, the Chief Executive Officer, the President, any
Vice President, the Chief Financial Officer, the Chief Operating Officer, the Chief Accounting Officer, the Secretary or an Assistant
Secretary, of the Company.


 


“Bearer Security” means any
Security in the form established pursuant to Section 2.1 which is payable to bearer.


 


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


 


“Board Resolution” means a copy
of one or more resolutions, 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, delivered to the Trustee.


 


“Business Day,” with respect
to any Place of Payment or other location, means, unless otherwise specified with respect to any Securities pursuant to Section
3.1, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment or other location
are authorized or obligated by law, regulation or executive order to close.


 






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“Capital Stock” of any Person
means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including Preferred Stock, but excluding any debt securities convertible into such
equity.


 


“Capitalized Lease Obligation”
means an obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with generally
accepted accounting principles, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with such principles.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if
at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such time.


 


“Common Stock” in respect of
any Corporation means Capital Stock of any class or classes (however designated) which has no preference as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, and which
is not subject to redemption by such Corporation.


 


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


 


“Company Request” and “Company
Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Company by an Authorized
Officer, and delivered to the Trustee.


 


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


 


“Corporate Trust Office” means
the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered,
which office at the date of original execution of this Indenture is located at .


 


“Corporation” includes corporations
and limited liability companies and, except for purposes of Article 8, associations, companies and business trusts.


 


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


 


“Currency,” with respect to
any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with
respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer
pursuant to or contemplated by the terms hereof or such Security, means Dollars.


 


“CUSIP number” means the alphanumeric
designation assigned to a Security by Standard & Poor’s Ratings Service, CUSIP Service Bureau.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 






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“Dollars” or “$”
means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America.


 


“Event of Default” has the meaning
specified in Section 5.1.


 


“Foreign Currency” means any
currency, currency unit or composite currency, including, without limitation, the euro, 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.


 


“Government Obligations” means
securities which are (i) direct obligations of the United States of America or the other government or governments which issued
the Foreign Currency in which the principal of or any premium or interest on such Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such
government or governments 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 other government or governments, in each case where the timely payment or payments thereunder
are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers 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 or other amount with respect to 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 or other amount
with respect to the Government Obligation evidenced by such depository receipt.


 


“Holder,” in the case of any
Registered Security, means the Person in whose name such Security is registered in the Security Register and, in the case of any
Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof.


 


“Indebtedness” means, with respect
to any Person, (i) the principal of and any premium and interest on (a) indebtedness of such Person for money borrowed and (b)
indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible
or liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of such Person for the reimbursement
of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect
to letters of credit securing obligations (other than obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit); (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable as obligor, guarantor
or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any lien
on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation
being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described as Indebtedness in clauses
(i) through (vi) above.


 






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“Indenture” means this instrument
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, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining
thereto established pursuant to Section 3.1 (as such terms and provisions may be amended pursuant to the applicable provisions
hereof).


 


“Independent Public Accountants”
means accountants or a firm of accountants that, with respect to the Company and any other obligor under the Securities or the
Coupons, are independent public accountants within the meaning of the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, who may be the independent public accountants regularly retained by the Company or who
may be other independent public accountants. Such accountants or firm shall be entitled to rely upon any Opinion of Counsel as
to the interpretation of any legal matters relating to this Indenture or certificates required to be provided hereunder.


 


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


 


“Interest,” with respect to
any 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 10.4, includes
such Additional Amounts.


 


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


 


“Judgment Currency” has the
meaning specified in Section 1.16.


 


“Legal Holidays” has the meaning
specified in Section 1.14.


 


“Maturity,” 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
provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption
or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date.


 


“New York Banking Day” has the
meaning specified in Section 1.16.


 


“Office” or “Agency,”
with respect to any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the Company maintained or designated for such Securities pursuant
to Section 10.2 or, to the extent designated or required by Section 10.2 in lieu of such office or agency, the Corporate Trust
Office of the Trustee.


 


“Officer’s Certificate”
means a certificate signed by an Authorized Officer that complies with the requirements of Section 314(e) of the Trust Indenture
Act and is delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be an employee of or counsel for the Company, or other counsel who shall be reasonably acceptable
to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture
Act.


 






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“Original Issue Discount Security”
means a Security issued pursuant to this Indenture which provides for declaration of an amount less than the principal face amount
thereof to be due and payable upon acceleration pursuant to Section 5.2.


 


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


 


(a) any such Security theretofore cancelled
by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation;


 


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


 


(c) any such Security with respect to which
the Company has effected defeasance pursuant to the terms hereof, except to the extent provided in Section 4.2;


 


(d) any such Security which has been paid
pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by
a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and


 


(e) any such Security converted or exchanged
as contemplated by this Indenture into securities of the Company or another issuer, if the terms of such Security provide for such
conversion or exchange pursuant to Section 3.1; provided, however, that in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder
or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be
equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared
(or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant to Section 5.2 at the time
of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and
that shall be deemed Outstanding for such purposes shall be equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated
in a Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect
to such Securities and (B) that the pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining
thereto or an Affiliate of the Company or such other obligor.


 






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“Paying Agent” means any Person
authorized by the Company to pay the principal of, or any premium or interest on, or any Additional Amounts with respect to, any
Security or any Coupon on behalf of the Company.


 


[“Payment Blockage Notice” has
the meaning specified in Section 16.3.]


 


[“Payment Blockage Period” has
the meaning specified in Section 16.3.]


 


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


 


“Place of Payment,” with respect
to any Security, means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with
respect to such Security are payable as provided in or pursuant to this Indenture or such Security.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same Indebtedness as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange
for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed, lost or stolen
Coupon appertains shall be deemed to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


 


“Preferred Stock” in respect
of any Corporation means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, over shares
of Capital Stock of any other class of such Corporation.


 


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


 


“Redemption Price,” with respect
to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to
this Indenture or such Security.


 


“Registered Security” means
any Security established pursuant to Section 2.1 which is registered in a Security Register.


 


“Regular Record Date” for the
interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any, specified in or pursuant
to this Indenture or such Security as the “Regular Record Date”.


 


“Required Currency” has the
meaning specified in Section 1.16.


 


“Responsible Officer” means
any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer,
or any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the particular subject.


 


“Restricted Subsidiary” has
the meaning specified in the Indenture, as supplemented or amended as applicable.


 






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“Security” or “Securities”
means any note or notes, bond or bonds, debenture or debentures, or any other evidences of Indebtedness, as the case may be, 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 any such Person, shall mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


[“Securities Payment” has the
meaning specified in Section 16.2.]


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5.


 


[“Senior Indebtedness” means
(x) all Indebtedness for money borrowed of the Company and other Indebtedness of the Company referred to in the definition of Indebtedness
other than in clause (iii) thereof, whether incurred on or prior to the date of this Indenture or thereafter incurred, other than
the Securities and (y) amendments, renewals, extensions, modifications, refinancings and refundings of any such Indebtedness; provided,
however, the following shall not constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a Subsidiary
of the Company and (B) any Indebtedness which by the terms of the instrument creating or evidencing the same is not superior in
right of payment to the Securities.]


 


“Special Record Date” for the
payment of any Defaulted Interest on any Registered Security means a date fixed by the Company pursuant to Section 3.7.


 


“Stated Maturity,” with respect
to any Security or any installment of principal thereof or interest thereon, or any Additional Amounts with respect thereto, means
the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security
or such installment of principal or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary” means, in respect
of any Person, any Corporation, limited or general partnership or other business entity of which at the time of determination more
than 50% of the voting power of the shares of its Capital Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is owned or controlled,
directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries
of such Person.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof
shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to
time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the
case may be.


 


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


 






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“United States,” except as otherwise
provided in or pursuant to this Indenture or any Security, means the United States of America (including the states thereof and
the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.


 


“United States Alien,” except
as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for United States Federal income
tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S. Depository” or “Depository”
means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as U.S.
Depository or Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with
respect to any Security, any successor to such Person. If at any time there is more than one such Person, “U.S. Depository”
or “Depository” shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect
to such Securities.


 


“Vice President,” when used
with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words
added before or after the title “Vice President”.


 


Section 1.2. Compliance Certificates and Opinions.


 


Except as otherwise expressly provided in
this Indenture, 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 Officer’s 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 or any of them 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 shall include:


 


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


 


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


 


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


 


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


 






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Section 1.3. Form of Documents Delivered to Trustee.


 


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


 


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, provided that such officer, after
reasonable inquiry, has no reason to believe and does not believe that the Opinion of Counsel with respect to the matters upon
which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information
with respect to such factual matters is in the possession of the Company, provided that such counsel, after reasonable inquiry,
has no reason to believe and does not believe that the certificate or opinion or representations with respect to such matters are
erroneous.


 


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


 


Section 1.4. Acts of Holders.


 


(1) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities
of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions of Article 15, or a combination of such instruments
and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company and any agent of the Trustee and 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 15.6.


 


Without limiting the generality of this
Section 1.4, unless otherwise provided in or pursuant to this Indenture, a Holder, including a U.S. Depository that is a Holder
of a global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders,
and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests
in any such global Security through such U.S. Depository’s standing instructions and customary practices.


 






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The Company shall fix a record date for
the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S. Depository
entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be
made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy
or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other Act shall be valid or effective if made, given or taken more than 90 days after such
record date.


 


(2) The fact and date of the execution by
any Person of any such instrument or writing referred to in this Section 1.4 may be proved in any reasonable manner; and the Trustee
may in any instance require further proof with respect to any of the matters referred to in this Section.


 


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


 


(4) The ownership, principal amount and
serial numbers of Bearer Securities held by any Person, and the date of the commencement and the date of the termination of holding
the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by
the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security continues until (i) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced, or (ii) such Bearer Security is produced to the
Trustee by some other Person, or (iii) such Bearer Security is surrendered in exchange for a Registered Security, or (iv) such
Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the Person
so executing such instrument or writing and the date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem sufficient.


 


(5) If the Company shall solicit from the
Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company
may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act.
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 Registered Securities of record at the close of business on such record
date shall be deemed to be Holders for the purpose 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 of Registered Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record date.


 






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(6) Any request, demand, authorization,
direction, notice, consent, waiver or other Act by 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 or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance
thereon, whether or not notation of such Act is made upon such Security.


 


Section 1.5. Notices, Etc. to the Trustee and the Company.


 


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


 


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


 


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


 


Section 1.6. Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided in
or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event,


 


(1) such notice shall be sufficiently given
to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice; and


 


(2) such notice shall be sufficiently given
to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if such Securities
are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise
the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier
than the earliest date and the second such publication not later than the latest date prescribed for the giving of such notice.


 


In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities
or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


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


 






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


 


Section 1.7. Language of Notices.


 


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


 


Section 1.8. Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof,
such required provision shall control.


 


Section 1.9. Effect of Headings and Table of Contents.


 


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


 


Section 1.10. 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 1.11. Separability Clause.


 


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


 


Section 1.12. Benefits of Indenture.


 


Nothing in this Indenture, any Security
or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authenticating Agent and their successors hereunder[, the holders of Senior Indebtedness] and the Holders of Securities
or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.13. Governing Law.


 


This Indenture, the Securities and any Coupons
shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state.


 






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Section 1.14. Legal Holidays.


 


Unless otherwise specified in or pursuant
to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of any Security,
or the last date on which a Holder has the right to convert or exchange Securities of a series that are convertible or exchangeable,
shall be a Legal Holiday at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or
any Coupon other than a provision in any Security or Coupon that specifically states that such provision shall apply in lieu hereof)
payment need not be made at such Place of Payment on such date, and such Securities need not be converted or exchanged on such
date but such payment may be made, and such Securities may be converted or exchanged, on the next succeeding day that is a Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or at the Stated Maturity or
Maturity or on such last day for conversion or exchange, and no interest shall accrue on the amount payable on such date or at
such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity or last day for conversion or exchange,
as the case may be, to such next succeeding Business Day.


 


Section 1.15. Counterparts.


 


This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.


 


Section 1.16. Judgment Currency.


 


The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary
to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities
of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in
The City of New York the requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day preceding
the day on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation
or executive order to be closed.


 


Section 1.17. No Security Interest Created.


 


Nothing in this Indenture or in any Security,
express or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation,
as now or hereafter enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries is or may be located.


 






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Section 1.18. Limitation on Individual Liability.


 


No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, officer or director, as such, past, present or future, of the Company, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that
no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or implied therefrom; and
that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator, shareholder, officer or director, as such, because
of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained
in this Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of such Security.


 


ARTICLE 2.


SECURITIES FORMS


 


Section 2.1. Forms Generally.


 


Each Registered Security, Bearer Security,
Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form attached
as Exhibit A and as set forth pursuant to this Article, or in such other form established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by
the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon.


 


Unless otherwise provided in or pursuant
to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable
upon the exercise of warrants.


 


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


 


Section 2.2. 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.


 





	 	Dated:	as Trustee	 



  





	 	By:	 	 
	 	 	Authorized Officer	 



  






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Section 2.3. Securities in Global Form.


 


Unless otherwise provided in or pursuant
to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities
of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof)
from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered
pursuant to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4,
the Trustee shall deliver and redeliver, in each case at the Company’s expense, any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to
a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and
need not be accompanied by an Opinion of Counsel.


 


Notwithstanding the provisions of Section
3.7, unless otherwise specified in or pursuant to this Indenture or any Security, payment of principal of, any premium and interest
on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or
Persons specified therein.


 


Notwithstanding the provisions of Section
3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global
Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in
bearer form, the Person or Persons specified pursuant to Section 3.1.


 


ARTICLE 3.


THE SECURITIES


 


Section 3.1. 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.


 


With respect to any Securities to be authenticated
and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officer’s Certificate,
or established in one or more indentures supplemental hereto,


 


(1) the title of such Securities and the
series in which such Securities shall be included;


 


(2) any limit upon the aggregate principal
amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of such series
pursuant to Article 13, upon surrender in part of any Registered Security for conversion into other securities of the Company or
exchange for securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);


 






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(3) if such Securities are to be issuable
as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the
Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale
or delivery of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities
and vice versa;


 


(4) if any of such Securities are to be
issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be
issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may
exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the
circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name
of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;


 


(5) if any of such Securities are to be
issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated
(if other than the date of original issuance of the first of such Securities to be issued);


 


(6) if any of such Securities are to be
issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable
in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive
Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its
account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;


 


(7) the date or dates, or the method or
methods, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;


 


(8) the rate or rates at which such Securities
shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates,
if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined,
the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest
payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating
rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of
a 360-day year of twelve 30-day months;


 


(9) if in addition to or other than the
Borough of Manhattan, The City of New York, the place or places where the principal of, any premium and interest on or any Additional
Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered
for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands
to or upon the Company in respect of such Securities and this Indenture may be served, the extent to which, or the manner in which,
any interest payment or Additional Amounts on a global Security on an Interest Payment Date, will be paid and the manner in which
any principal of or premium, if any, on any global Security will be paid;


 






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(10) whether any of such Securities are
to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price
or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option
of the Company;


 


(11) whether the Company is obligated to
redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof
and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and
conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any
provisions for the remarketing of such Securities so redeemed or purchased;


 


(12) the denominations in which any of such
Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiple thereof,
and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination
of $5,000;


 


(13) whether the Securities of the series
will be convertible into other securities of the Company and/or exchangeable for securities of another issuer, and if so, the terms
and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions
to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration
thereof;


 


(14) if other than the principal amount
thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.2 or the method by which such portion is to be determined;


 


(15) if other than Dollars, the Foreign
Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such
Securities shall be payable;


 


(16) if the principal of, any premium or
interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company
or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election
may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated
to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions
from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;


 


(17) whether the amount of payments of principal
of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an
index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or
more Currencies, commodities, equity securities, equity indices or other indices), and, if so, the terms and conditions upon which
and the manner in which such amounts shall be determined and paid or payable;


 






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


 


(19) whether either or both of Section 4.2(2)
relating to defeasance or Section 4.2(3) relating to covenant defeasance shall not be applicable to the Securities of such series,
or any covenants in addition to those specified in Section 4.2(3) relating to the Securities of such series which shall be subject
to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the
Securities of such series;


 


(20) whether any of such Securities are
to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;


 


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


 


(22) if there is more than one Trustee,
the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent
with respect to such Securities;


 


(23) [any deletions from or modifications
or additions to the provisions of Article 16 in respect of any of such Securities;] and


 


(24) any other terms of such Securities
and any other deletions from or modifications or additions to this Indenture in respect of such Securities.


 


All Securities of any one series and all
Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments
due thereunder, denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity,
and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to
the Board Resolution and set forth in the Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining
to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall
be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the
Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s
Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified
in such Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same
time and, unless otherwise so provided, a series may be reopened for issuances of additional Securities of such series or to establish
additional terms of such series of Securities.


 


If any of the terms of the Securities of
any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to
the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series.


 


[The Securities shall be subordinated in
right of payment to Senior Indebtedness as provided in Article 16.]


 






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Section 3.2. Currency; Denominations.


 


Unless otherwise provided in or pursuant
to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall
be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities denominated in Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars shall
be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.


 


Section 3.3. Execution, Authentication, Delivery and Dating.


 


Securities shall be executed on behalf of
the Company by its Chairman of the Board, the President or any Vice President or the Treasurer or any Assistant Treasurer and attested
by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by its Chairman of the
Board, the President or any Vice President, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary
of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto,
executed by the Company, to the Trustee for authentication and, provided that the Board Resolution and Officer’s Certificate
or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order
and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining
thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon,


 


(1) an Opinion of Counsel to the effect
that:


 


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


 


(b) all conditions precedent
to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that
such Securities and Coupons, when completed by appropriate insertions, executed and attested by duly authorized officers of the
Company, delivered by duly authorized officers of


 


the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar
laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture;
such Opinion of Counsel need express no opinion as to the availability of equitable remedies;


 






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(c) all laws and requirements
in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and


 


(d) this Indenture has been qualified
under the Trust Indenture Act; and


 


(2) an Officer’s Certificate stating
that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication
and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after
notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing.


 


If all the Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at
the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request
by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate
and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions
precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied
with and that no Event of Default with respect to any of the Securities has occurred or is continuing.


 


The Trustee shall not be required to authenticate
or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken.


 


Each Registered Security shall be dated
the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified
in or pursuant to this Indenture.


 


No Security or Coupon appertaining thereto
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security
a certificate of authentication substantially in the form provided for in Section 2.2 or 6.12 executed by or on behalf of the Trustee
or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.


 


Section 3.4. Temporary Securities.


 


Pending the preparation of definitive Securities,
the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the
manner provided in Section 3.3, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons
or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company
executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities
may be in global form.


 






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Except in the case of temporary Securities
in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company
shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of
the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities
shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing identical
terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall
be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in or pursuant to this
Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, 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 3.5. Registration, Transfer and Exchange.


 


With respect to the Registered Securities
of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as
the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of
the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of
Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security
Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security
Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security
Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment
by the Company. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.


 


Upon surrender for registration of transfer
of any Registered Security of any series at any Office or Agency for such series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the
same series denominated as authorized in or pursuant to this Indenture, 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 containing identical terms and provisions,
in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.


 






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If provided in or pursuant to this Indenture,
with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered
Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee
if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 10.2, interest represented by Coupons shall be payable only upon presentation and surrender
of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security
of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the
opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.


 


If provided in or pursuant to this Indenture
with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for
Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series.


 


Whenever any Securities are surrendered
for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as
otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if
(i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the
Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred
and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence,
then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of
such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such
global Security shall be surrendered from time to time by the U.S. Depository or such other Depository as shall be specified in
the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such
other Depository, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an
Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities
as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion
of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable
both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security
shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be
in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection
of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security
shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such
global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository
or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security
is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security
where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such
Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the
case may be, interest shall 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 shall 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 global Security shall be payable in accordance with the
provisions of this Indenture.


 






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


 


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


 


No service charge shall be made for any
registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7
not involving any transfer.


 


Except as otherwise provided in or pursuant
to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a
period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor
and the same series under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption
except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of
or exchange any Security which, in accordance with its terms, 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 3.6. Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security or a Security
with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 3.6, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to the surrendered Security.


 


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


 


Notwithstanding the foregoing provisions
of this Section 3.6, in case any mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon; provided, however,
that payment of principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall,
except as otherwise provided in Section 10.2, be payable only at an Office or Agency for such Securities located outside the United
States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining thereto.


 


Upon the issuance of any new Security under
this Section 3.6, 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, with any Coupons appertaining
thereto issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to
which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the destroyed,
lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of such series and any Coupons, if any, duly issued hereunder.


 






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The provisions of this Section 3.6, as amended
or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall be exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or Coupons.


 


Section 3.7. Payment of Interest and Certain
Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.


 


Unless otherwise provided in or pursuant
to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, and
are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest.


 


Unless otherwise provided in or pursuant
to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but
shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the 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, as provided in clause (1) or (2) below:


 


(1) The Company may elect to make payment
of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed by the Company
in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on such Registered Security, the Special Record Date therefor and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment,
such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as provided
in this clause (1). The Special Record Date for the payment of such Defaulted Interest 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 notification to the Trustee of the proposed
payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of such Registered Security
(or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication
shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person
in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2) The Company may make payment of any
Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security
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 (2), such payment shall be deemed practicable by the Trustee.


 






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Unless otherwise provided in or pursuant
to this Indenture or the Securities of any particular series pursuant to the provisions of this Indenture, at the option of the
Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the Person entitled
thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank
located in the United States.


 


Subject to the foregoing provisions of this
Section and Section 3.5, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


In the case of any Registered Security of
any series that is convertible into other securities of the Company or exchangeable for securities of another issuer, which Registered
Security is converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Registered Security with respect to which the Stated Maturity is prior to such Interest Payment Date), interest with respect
to which the Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion or exchange, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in
whose name that Registered Security (or one or more predecessor Registered Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Registered
Security which is converted or exchanged, interest with respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.


 


Section 3.8. 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 in the Security Register as the owner of such Registered Security for the
purpose of receiving payment of principal of, any premium and (subject to Sections 3.5 and 3.7) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect
to such Registered Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall
be affected by notice to the contrary.


 


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


 


No Holder of any beneficial interest in
any global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such global Security,
and such Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such
global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 






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Section 3.9. Cancellation.


 


All Securities and Coupons surrendered for
payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly 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 all Securities so delivered shall be cancelled promptly by the
Trustee. 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 or pursuant to this Indenture. All cancelled Securities and Coupons held by the Trustee shall
be destroyed by the Trustee, unless by a Company Order the Company directs their return to it.


 


Section 3.10. Computation of Interest.


 


Except as otherwise provided in or pursuant
to this Indenture or in any Security, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


ARTICLE 4.


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 4.1. Satisfaction and Discharge.


 


Upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect[, and the provisions of Article 16 shall cease to be effective,] with
respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt
of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when


 


(1) either


 


(a) all Securities of such series
theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities
of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender
is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.6, (iii) Coupons appertaining to Securities of such
series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section
11.7, and (iv) Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3)
have been delivered to the Trustee for cancellation; or


 


(b) all Securities of such series
and, in the case of (i) or (ii) below, any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation,
(i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable
at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case
of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose,
money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness
on such Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the
principal of, any premium and interest on, and any Additional Amounts with respect to such Securities and any Coupons appertaining
thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof,
as the case may be;


 






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(2) the Company has paid or caused to be
paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series and any Coupons
appertaining thereto; and


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7 and,
if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of
the Company and the Trustee with respect to the Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect
to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 10.4 (but only to the
extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional
Amounts pursuant to Section 4.1(1)(b)), and with respect to any rights to convert or exchange such Securities into securities of
the Company or another issuer shall survive.


 


Section 4.2. Defeasance and Covenant Defeasance.


 


(1) Unless pursuant to Section 3.1, either
or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 4.2 shall not be applicable
with respect to the Securities of such series or (ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 4.2 shall not be applicable with respect to the Securities of such series, then such provisions, together with
the other provisions of this Section 4.2 (with such modifications thereto as may be specified pursuant to Section 3.1 with respect
to any Securities), shall be applicable to such Securities and any Coupons appertaining thereto, and the Company may at its option
by Board Resolution, at any time, with respect to such Securities and any Coupons appertaining thereto, elect to have Section 4.2(2)
or Section 4.2(3) be applied to such Outstanding Securities and any Coupons appertaining thereto upon compliance with the conditions
set forth below in this Section 4.2.


 


(2) Upon the Company’s exercise
of the above option applicable to this Section 4.2(2) with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations[, and the provisions of Article 16 shall cease to be effective,] with
respect to such Outstanding Securities and any Coupons appertaining thereto on the date the conditions set forth in clause
(4) of this Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness represented by such Outstanding Securities
and any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding”
only for the purposes of clause (5) of this Section 4.2 and the other Sections of this Indenture referred to in clauses (i) and
(ii) below, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto, and
this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto
to receive, solely from the trust fund described in clause (4) of this Section 4.2 and as more fully set forth in such clause,
payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect
to, such Securities and any Coupons appertaining thereto when such payments are due, and any rights of such Holder to convert such
Securities into other securities of the Company or exchange such Securities for securities of another issuer, (ii) the obligations
of the Company and the Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the payment
of Additional Amounts, if any, on such Securities as contemplated by Section 10.4 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a)
below), and with respect to any rights to convert such Securities into other securities of the Company or exchange such Securities
for securities of another issuer, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this Section 4.2(2) notwithstanding the prior exercise of its option under
clause (3) of this Section 4.2 with respect to such Securities and any Coupons appertaining thereto.


 






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(3) Upon the Company’s exercise of
the option to have this Section 4.2(3) apply with respect to any Securities of or within a series, the Company shall be released
from its obligations under, to the extent specified pursuant to Section 3.1(19), any covenant applicable to such Securities[, and
the provisions of Article 16 shall cease to be effective as it relates to the aforementioned obligations and covenants,] with respect
to such Outstanding Securities and any Coupons appertaining thereto, on and after the date the conditions set forth in clause (4)
of this Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any Coupons appertaining
thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with any such obligation or covenant, but shall continue
to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that,
with respect to such Outstanding Securities and any Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in any such Section or such other covenant, [or Article,]
whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant[, or Article,]
or by reason of reference in any such Section or such other covenant[, or Article,] 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 5.1(4) or 5.1(7) or otherwise,
as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and Coupons appertaining
thereto shall be unaffected thereby.


 


(4) The following shall be the conditions
to application of clause (2) or (3) of this Section 4.2 to any Outstanding Securities of or within a series and any Coupons appertaining
thereto:


 


(a) The Company shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.8 who shall
agree to comply with the provisions of this Section 4.2 applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities
and any Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons
appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities
and Coupons appertaining thereto (determined on the basis of the Currency in which such Securities and Coupons appertaining thereto
are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium,
if any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in an amount, or (3) a combination
thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge,
(y) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any Coupons appertaining thereto
at the Stated Maturity of such principal or installment of principal or premium or interest and (z) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities and any Coupons appertaining thereto on the days on which
such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons appertaining
thereto.


 






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


 


(c) No Event of Default or event
which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit and, with respect to defeasance only, at any time during
the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).


 


(d) In the case of an election
under clause (2) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service
a Revenue Ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income
tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred.


 


(e) In the case of an election
under clause (3) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 


(f) The Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that, after the 123rd day after the date of deposit, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds thereof) deposited or caused
to be deposited with the Trustee (or other qualifying trustee) pursuant to this clause (4) to be held in trust will not be subject
to any case or proceeding (whether voluntary or involuntary) in respect of the Company under any Federal or State bankruptcy, insolvency,
reorganization or other similar law, or any decree or order for relief in respect of the Company issued in connection therewith.


 






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(g) [At the time of the deposit,
(i) no default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness shall have occurred
and be continuing, (ii) no event of default with respect to any Senior Indebtedness shall have resulted in such Senior Indebtedness
becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless
payment of such Senior Indebtedness has been made or duly provided for), and (iii) no other event of default with respect to any
Senior Indebtedness shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such
Senior Indebtedness (or a trustee on behalf of such holders) to declare such Senior Indebtedness due and payable prior to the date
on which it would otherwise have become due and payable.]


 


(h) The Company shall have delivered
to the Trustee an Officer’s Certificate and the Company shall have delivered to the Trustee an Opinion of Counsel, each stating
that all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of this Section 4.2 (as the case
may be) have been complied with.


 


(i) Notwithstanding any other
provisions of this Section 4.2(4), 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 3.1.


 


(5) Unless otherwise specified in or pursuant
to this Indenture or any Security, if, after a deposit referred to in Section 4.2(4)(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 3.1 or the terms of such Security
to receive payment in a Currency other than that in which the deposit pursuant to Section 4.2(4)(a) has been made in respect of
such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a)
has been made, the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any,
on, and Additional Amounts, if any, with respect to, 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 (x)
in the case of payments made pursuant to clause (a) above, the applicable market exchange rate for such Currency in effect on the
second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate
for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and indemnify the
Trustee (or other qualifying trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the “Trustee”)
against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section
4.2 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any Coupons appertaining thereto.


 


Anything in this Section 4.2 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 clause (4) of this Section 4.2 which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Section 4.2.


 






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Section 4.3. Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1) (including
the proceeds thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and
any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any; but such money and Government Obligations need not be segregated from other funds except to the
extent required by law. [Money and Government Obligations so held in trust shall not be subject to the provisions of Article 16
except to the extent set forth in Section 16.1.]


 


Section 4.4. Reinstatement.


 


If the Trustee or any Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture
and such Securities from which the Company has been discharged or released pursuant to Section 4.2(2) or 4.2(3) shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 4.3 with respect to such Securities in
accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest
on any such Securities following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any)
of the Holders of such Securities to receive such payment from the money so held in trust.


 


ARTICLE 5.


REMEDIES


 


Section 5.1. Events of Default.


 


“Event of Default,” wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be [occasioned by the provisions of Article 16 or 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 such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officer’s Certificate establishing the terms of such Series pursuant to this Indenture:


 


(1) default in the payment of any interest
on any Security of such series, or any Additional Amounts payable with respect thereto, when such interest becomes or such Additional
Amounts become due and payable, and continuance of such default for a period of 30 days; or


 






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(2) default in the payment of the principal
of or any premium on any Security of such series, or any Additional Amounts payable with respect thereto, when such principal or
premium becomes or such Additional Amounts become due and payable at their Maturity; or


 


(3) default in the deposit of any sinking
fund payment when and as due by the terms of a Security of such series; or


 


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


 


(5) the entry by a court having competent
jurisdiction of:


 


(a) a decree or order for relief
in respect of the Company in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar
law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(b) a decree or order adjudging
the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company
and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(c) a final and non-appealable
order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company of any substantial
part of the property of the Company or ordering the winding up or liquidation of the affairs of the Company; or


 


(6) the commencement by the Company of a
voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding
seeking to be adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency
proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization, arrangement, adjustment
or composition of the Company or relief under any applicable law, or the consent by the Company to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the
Company or any substantial part of the property of the Company or the making by the Company of an assignment for the benefit of
creditors, or the taking of corporate action by the Company in furtherance of any such action; or


 


(7) any other Event of Default provided
in or pursuant to this Indenture with respect to Securities of such series.


 


Section 5.2. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any series at the time Outstanding (other than an Event of Default specified in clause (5) or (6) of Section 5.1) occurs and
is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities
of such 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 such lesser amount shall become immediately due and payable.


 






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If an Event of Default specified in clause
(5) or (6) of Section 5.1 occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or
such lesser amount as may be provided for in the Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holder of any Security of that series.


 


At any time after a declaration of acceleration
with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


 


(1) the Company has paid or deposited with
the Trustee a sum of money sufficient to pay


 


(a) all overdue installments
of any interest on and Additional Amounts with respect to all Securities of such series and any Coupon appertaining thereto,


 


(b) the principal of and any
premium on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest
thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities,


 


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


 


(d) all sums paid or advanced
by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and all other amounts due the Trustee under Section 6.7; and


 


(2) all Events of Default with respect to
Securities of such series, other than the non-payment of the principal of, any premium and interest on, and any Additional Amounts
with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall 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 5.3. Collection of Indebtedness and Suits for Enforcement
by Trustee.


 


The Company covenants that if


 


(1) default is made in the payment of any
installment of interest on or any Additional Amounts with respect to any Security or any Coupon appertaining thereto when such
interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or


 


(2) default is made in the payment of
the principal of or any premium on any Security or any Additional Amounts with respect thereto at their Maturity, the Company
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons
appertaining thereto, the whole amount of money then due and payable with respect to such Securities and any Coupons
appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest and Additional Amounts at the rate or rates borne by
or provided for in such Securities, and, in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under Section 6.7.




 






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If the Company fails to pay the money it
is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid,
and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor
upon such Securities and any Coupons appertaining thereto and collect the monies 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 and any Coupons appertaining thereto,
wherever situated.


 


If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted herein or therein, or to enforce
any other proper remedy.


 


Section 5.4. 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 of any series or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities 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, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


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


 


(2) to collect and receive any monies 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
or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section
6.7.


 






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


 


Section 5.5. Trustee May Enforce Claims Without Possession
of Securities or Coupons.


 


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


 


Section 5.6. Application of Money Collected.


 


[Subject to Article 16, any/Any] money collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation
of the Securities or Coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due
the Trustee and any predecessor Trustee under Section 6.7;


 


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


 


THIRD: The balance, if any, to the Person
or Persons entitled thereto.


 


Section 5.7. Limitations on Suits.


 


No Holder of any Security of any series
or any Coupons appertaining thereto 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


 


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


 


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


 


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


 






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


 


(5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of such 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 or any Security to affect, disturb or prejudice
the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or
preference over any other 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 5.8. Unconditional Right of Holders to Receive
Principal and Any Premium, Interest and Additional Amounts.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and unconditional, to receive payment of
the principal of, any premium and (subject to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect to, such
Security or payment of such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in such
Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder
if provided in or pursuant to this Indenture, on the date such repayment is due) and to institute suit for the enforcement of any
such payment, and such right shall not be impaired without the consent of such Holder.


 


Section 5.9. Restoration of Rights and Remedies.


 


If the Trustee or any Holder of a Security
or a Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and each such Holder 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 each such Holder 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 or Coupons in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended
to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, shall 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, to the extent permitted by law, 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 or Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to any Holder of a Security or a Coupon may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by such Holder, as the case may be.


 






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Section 5.12. Control by Holders of Securities.


 


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 and any Coupons appertaining thereto, provided that


 


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


 


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


 


(3) such direction is not unduly prejudicial
to the rights of the other Holders of Securities of such series not joining in such action.


 


Section 5.13. Waiver of Past Defaults.


 


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


 


(1) in the payment of the principal of,
any premium or interest on, or any Additional Amounts with respect to, any Security of such series or any Coupons appertaining
thereto, or


 


(2) in respect of a covenant or provision
hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such
series affected.


 


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


 


Section 5.14. Waiver of Usury, Stay or Extension Laws.


 


The Company covenants that (to the extent
that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company expressly waives (to the extent that it may lawfully do so) 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.


 


All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder,
or group of Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any,
on or Additional Amounts, if any, with respect to any Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment)
or for the enforcement of the right, if any, to convert or exchange any Security into other securities in accordance with its terms.


 






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ARTICLE 6.


THE TRUSTEE


 


Section 6.1. Certain Duties and Responsibilities.


 


(a) Except during the continuance of an
Event of Default,


 


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


 


(2) in the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions 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 to the requirements of this Indenture
but not to verify or confirm the contents thereof.


 


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


 


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


 


(1) this paragraph (c) shall
not be construed to limit the effect of paragraph (a) of this Section 6.1;


 


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


 


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


 


Section 6.2. Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(8) the Authenticating Agent, Paying Agent,
and Security Registrar shall have the same protections as the Trustee set forth hereunder;


 


(9) no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers;


 


(10) whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Article 6;


 






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(11) the Trustee shall not be liable for
any action taken or omitted to be taken by it in good faith that is believed to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture, unless the Trustee’s conduct constitutes negligence;


 


(12) the permissive rights of the Trustee
to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein; and


 


(13) the Trustee shall not be deemed to
have notice or actual knowledge of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any Event of Default is received by the Trustee pursuant to Section 1.5 hereof. Except as otherwise
expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of
the terms, conditions, covenants or agreements herein or in any series of Securities.


 


Section 6.3. Notice of Defaults.


 


Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities
of such series entitled to receive reports pursuant to Section 7.3(3), 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, or Additional Amounts or any sinking fund or
purchase fund installment with respect to, any Security of such series, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is in the best interest of the Holders of Securities
and Coupons of such series. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 6.4. Not Responsible for Recitals or Issuance of
Securities.


 


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


 


Section 6.5. May Hold Securities.


 


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


 






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Section 6.6. Money Held in Trust.


 


Except as provided in Section 4.3 and Section
10.3, money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law
and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except
as otherwise agreed to in writing with the Company.


 


Section 6.7. Compensation and Reimbursement.


 


The Company agrees:


 


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


 


(2) except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder (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 the Trustee’s negligence or bad faith; and


 


(3) to indemnify the Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any loss, liability or expense incurred without negligence
or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance
of any of their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee’s
negligence or bad faith.


 


As security for the performance of the obligations
of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the payment of principal of, and premium or interest on
or any Additional Amounts with respect to Securities or any Coupons appertaining thereto.


 


To the extent permitted by law, any compensation
or expense incurred by the Trustee after a default specified in or pursuant to Section 5.1 is intended to constitute an expense
of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.7
shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee
under this Section 6.7.


 


The provisions of this Section 6.7 shall
survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and shall apply with
equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.


 


Section 6.8. Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
that is a Corporation organized and doing business under the laws of the United States of America, any state thereof or the District
of Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of at least $50,000,000, and that is subject to supervision or examination by Federal or state authority.
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 6.9. Resignation and Removal; Appointment of Successor.


 


(1) 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 pursuant to Section 6.10.


 


(2) The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to such series.


 


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


 


(4) If at any time:


 


(a) the Trustee shall fail to
comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series
after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security
of such series for at least six months, or


 


(b) the Trustee shall cease to
be eligible under Section 6.8 and shall fail to resign after written request therefor by the Company or any such Holder, or


 


(c) 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
with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act,
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 removal of the Trustee with respect
to all Securities of such series and the appointment of a successor Trustee or Trustees.


 


(5) 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 such series (it being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section 6.10. If, within one year after
such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 6.10, 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 required by Section 6.10, 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 the Securities of such series.


 






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(6) 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 by mailing written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities
of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place
of Payment located outside the United States. 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.


 


(7) In no event shall any retiring Trustee
be liable for the acts or omissions of any successor Trustee hereunder.


 


Section 6.10. Acceptance of Appointment by Successor.


 


(1) Upon the appointment hereunder of any
successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor
Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.3, 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 6.7.


 


(2) Upon the appointment hereunder of any
successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust, 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 that no Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, 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 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 such successor
Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates and subject to Section 10.3 shall duly assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its
claim, if any, provided for in Section 6.7.


 






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(3) Upon request of any Person appointed
hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as
the case may be.


 


(4) No Person shall accept its appointment
hereunder as a successor Trustee unless at the time of such acceptance such successor Person 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 by sale or otherwise to all or substantially all of the corporate
trust business of the Trustee shall be the successor of the Trustee hereunder, 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.


 


Section 6.12. Appointment of Authenticating Agent.


 


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.


 


Each Authenticating Agent must be acceptable
to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted
by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable
law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section
310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this
Section.


 






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


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities,
if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security
Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once
in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located
outside the United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay each Authenticating
Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall
be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


The provisions of Sections 3.8, 6.4 and
6.5 shall be applicable to each Authenticating Agent.


 


If an Authenticating Agent is appointed
with respect to one or more series of Securities 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 in substantially
the following form:


 


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


 





	Dated:	 	as
    Trustee
	 	 	 
	 	By:	
	 		as Authenticating
    Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer



 






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If all of the Securities of any series may
not be originally issued at one time, and if 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 in writing


 


(which writing need not be accompanied by
or contained in an Officer’s Certificate by the Company), shall appoint in accordance with this Section an Authenticating
Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.


 


ARTICLE 7.


HOLDERS LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 7.1. Company to Furnish Trustee Names and Addresses
of Holders.


 


In accordance with Section 312(a) of the
Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee


 


(1) semi-annually with respect to Securities
of each series not later than May 1 and November 1 of the year or upon such other dates as are set forth in or pursuant to the
Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may
reasonably require, of the names and addresses of Holders as of the applicable date, and


 


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


 


Section 7.2. Preservation of Information; Communications
to Holders.


 


The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 


Every Holder of Securities or Coupons, by
receiving and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee, any Paying Agent
or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to
a request made under Section 312(b) of the Trust Indenture Act.


 


Section 7.3. Reports by Trustee.


 


(1) Within 60 days after September 15 of
each year commencing with the first September 15 following the first issuance of Securities pursuant to Section 3.1, if required
by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act,
a brief report dated as of such September 15 with respect to any of the events specified in said Section 313(a) which may have
occurred since the later of the immediately preceding September 15 and the date of this Indenture.


 


(2) The Trustee shall transmit the reports
required by Section 313(a) and (b) of the Trust Indenture Act at the times specified therein.


 






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(3) Reports pursuant to this Section shall
be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.


 


Section 7.4. Reports by Company.


 


The Company, pursuant to Section 314(a)
of the Trust Indenture Act, shall:


 


(1) file with the Trustee, within 15 days
after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either
of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and regulations;


 


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


 


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


 


ARTICLE 8.


CONSOLIDATION, MERGER AND SALES


 


Section 8.1. Company May Consolidate, Etc., Only on Certain
Terms.


 


The Company shall not consolidate with or
merge into any other Person (whether or not affiliated with the Company), or convey, transfer or lease its properties and assets
as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company), and the Company
shall not permit any other Person (whether or not affiliated with the Company) to consolidate with or merge into the Company or
convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company; unless:


 


(1) in case the Company shall consolidate
with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an
entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company as an entirety or substantially as an entirety
shall be a Corporation organized and existing under the laws of the United States of America or any state thereof or the District
of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental
hereto, executed by the successor Person and delivered to the Trustee the due and punctual payment of the principal of, any premium
and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture
and the Outstanding Securities on the part of the Company to be performed or observed and shall provide for conversion or exchange
rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock
or other securities;


 






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(2) immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction
as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default or event which,
after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and


 


(3) either the Company or the successor
Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been
complied with.


 


Section 8.2. Successor Person Substituted for Company.


 


Upon any consolidation by the Company with
or merger of the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.1, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from
all obligations and covenants under this Indenture, the Securities and the Coupons.


 


ARTICLE 9.


SUPPLEMENTAL INDENTURES


 


Section 9.1. Supplemental Indentures Without Consent of
Holders.


 


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


 


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


 


(2) to add to the covenants of the Company
for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures)
or to surrender any right or power herein conferred upon the Company; or


 


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


 






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(4) to establish the form or terms of Securities
of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or


 


(5) to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, pursuant to the requirements of Section 6.10; or


 


(6) to cure any ambiguity or to correct
or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of
the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or


 


(7) to add to, delete from or revise the
conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities,
as herein set forth; or


 


(8) to add any additional Events of Default
with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or


 


(9) 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 Article 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security
of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or


 


(10) to secure the Securities; or


 


(11) to make provisions with respect to
conversion or exchange rights of Holders of Securities of any series; or


 


(12) to amend or supplement any provision
contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect
the interests of the Holders of any Securities then Outstanding.


 


Section 9.2. Supplemental Indentures With Consent of Holders.


 


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


 


(1) change the Stated Maturity of the principal
of, or any premium or installment of interest on or any Additional Amounts with respect to, any Security, or reduce the principal
amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect
thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay Additional
Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the
amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the
redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or
change the Place of Payment, Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect
to any Security 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, on or after the Redemption Date or, in the case of repayment at the option of
the Holder, on or after the date for repayment), [or modify the provisions of this Indenture with respect to the subordination
of the Securities in a material manner adverse to the Holders,] or


 






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(2) reduce the percentage in principal amount
of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 15.4 for quorum or voting,
or


 


(3) modify any of the provisions of this
Section, Section 5.13 or Section 10.8, 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, or


 


(4) make any change that adversely affects
the right to convert or exchange any Security into or for securities of the Company or other securities (whether or not issued
by the Company), cash or property in accordance with its terms.


 


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


 


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


 


Section 9.3. Execution of Supplemental Indentures.


 


As a condition to executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and an Officer’s Certificate stating that all conditions precedent to the execution of such
supplemental indenture have been fulfilled. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4. 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 a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.


 






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Section 9.5. 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.


 


Section 9.6. 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 9.7. Notice of Supplemental Indenture.


 


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall transmit to the Holders of Outstanding
Securities of any series affected thereby a notice setting forth the substance of such supplemental indenture.


 


ARTICLE 10.


COVENANTS


 


Section 10.1. Payment of Principal, Any Premium, Interest
and Additional Amounts.


 


The Company covenants and agrees for the
benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and
interest on and any Additional Amounts with respect to the Securities of such series in accordance with the terms thereof, any
Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security on or before the Maturity thereof, and
any Additional Amounts payable with respect to such interest, shall be payable only upon presentation and surrender of the Coupons
appertaining thereto for such interest as they severally mature.


 


Section 10.2. 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 such series (but not Bearer Securities, except
as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered
for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such
series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or
upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto,
an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series
and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of
such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain
a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long
as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such
required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and
any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.


 






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Except as otherwise provided in or pursuant
to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be
made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities
shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any
such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or
Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.


 


The Company may also from time to time designate
one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of
any series for such purposes. The Company shall 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 provided in or pursuant to this Indenture,
the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York,
and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan,
The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York for the Securities of any series.


 


Unless otherwise specified with respect
to any Securities pursuant to Section 3.1, 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.


 


Section 10.3. Money for Securities Payments to be Held
in Trust.


 


If the Company shall at any time act as
its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, any premium
or interest on or Additional Amounts with respect to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or currencies
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the Securities of
such series) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure
so to act.


 






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Whenever the
Company shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any Securities of such series, deposit with any Paying
Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due, such sum to be held
in trust for the benefit of the Persons entitled thereto, 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
shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:


 


(1) hold all
sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities
of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as provided in or pursuant to this Indenture;


 


(2) give the
Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment
of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and


 


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


 


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


 


Except as
otherwise provided herein or pursuant hereto, 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, any premium or interest on or any Additional Amounts with respect to any Security
of any series or any Coupon appertaining thereto and remaining unclaimed for two years after such principal or any such premium
or interest or any such Additional Amounts shall have become due and payable shall be paid to the Company on Company Request,
or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or any Coupon appertaining
thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; 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 in each Place of Payment for such series
or to be mailed to Holders of Registered Securities of such series, or both, 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 or mailing nor shall it
be later than two years after such principal and any premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Company.


 






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Section 10.4. Additional
Amounts.


 


If any Securities
of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established
hereby or pursuant hereto 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 provision hereof shall
not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.


 


Except as
otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, 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 such
series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company shall furnish to
the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the
Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United
States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities
of such series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. 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 bad faith on their part arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officer’s Certificate furnished pursuant to this Section 10.4.


 


Section 10.5. [Reserved.]


 


Section 10.6. [Reserved.]


 


Section 10.7. Corporate Existence.


 


Subject to
Article 8, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and that of each of its Restricted Subsidiaries and their respective rights (charter and statutory) and franchises;
provided, however, that the foregoing shall not obligate the Company or any of its Restricted Subsidiaries to preserve any such
right or franchise if the Company or any such Restricted Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of its business or the business of such Restricted Subsidiary and that the loss thereof is not disadvantageous
in any material respect to any Holder.


 






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Section 10.8. Waiver of Certain
Covenants.


 


The Company
may omit in any particular instance to comply with any term, provision or condition set forth in Section 10.7 with respect to
the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally
shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


Section 10.9. Company Statement
as to Compliance; Notice of Certain Defaults.


 


(1) The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained
in or accompanied by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer
or the principal accounting officer of the Company, stating that


 


(a) a review
of the activities of the Company during such year and of its performance under this Indenture has been made under his or her supervision,
and


 


(b) to the
best of his or her knowledge, based on such review, (a) the Company has complied with all the conditions and covenants imposed
on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status thereof.


 


(2) The Company
shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any Event of Default or any event
which after notice or lapse of time or both would become an Event of Default pursuant to clause (4) of Section 5.1.


 


(3) The Trustee
shall have no duty to monitor the Company’s compliance with the covenants contained in this Article 10 other than as specifically
set forth in this Section 10.9.


 


ARTICLE
11.


REDEMPTION
OF SECURITIES


 


Section 11.1. Applicability
of Article.


 


Redemption
of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made
in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article.


 


Section 11.2. 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 (a) less than all of the Securities of any series or (b) all of the Securities of any series, with
the same issue date, interest rate or formula, Stated Maturity and other terms, 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 of such
Redemption Date and of the principal amount of Securities of such series to be redeemed.


 






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Section 11.3. Selection by
Trustee of Securities to be Redeemed.


 


Unless otherwise
specified as contemplated by Section 3.1, if less than all of the Securities of any series with the same issue date, interest
rate or formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Registered Security of such series not redeemed to less than
the minimum denomination for a Security of such series established herein or pursuant hereto.


 


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 Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which
has been or is to be redeemed.


 


Unless otherwise
specified in or pursuant to this Indenture or the Securities of any series, if any Security selected for partial redemption is
converted into other securities of the Company or exchanged for securities of another issuer in part before termination of the
conversion or exchange right with respect to the portion of the Security so selected, the converted portion of such Security shall
be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during
a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.


 


Section 11.4. Notice of Redemption.


 


Notice of
redemption shall be given in the manner provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure
to give notice by mailing in the manner herein provided to the Holder of any Registered Securities 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 Securities or portion thereof.


 


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


 


All notices
of redemption shall state:


 


(1) the Redemption
Date,


 


(2) the Redemption
Price,


 






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


 


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


 


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


 


(6) the place
or places where such Securities, together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any, maturing
after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts
pertaining thereto,


 


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


 


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


 


(9) if Bearer
Securities of any series are to be redeemed and no Registered Securities of such series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 3.5
or otherwise, the last date, as determined by the Company, on which such exchanges may be made,


 


(10) in the
case of Securities of any series that are convertible into Common Stock of the Company or exchangeable for other securities, the
conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities
of such series to be redeemed will commence or terminate and the place or places where such Securities may be surrendered for
conversion or exchange, and


 


(11) the CUSIP
number or the Euroclear or the Cedel reference numbers of such Securities, if any (or any other numbers used by a Depository to
identify such Securities).


 


A notice of
redemption published as contemplated by Section 1.6 need not identify particular Registered Securities to be redeemed.


 


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


 


Section 11.5. Deposit of
Redemption Price.


 


On or prior
to any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant
to Section 11.4, 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 10.3) an amount of money in the applicable Currency sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or
in the Securities of such series) any accrued interest on and Additional Amounts with respect thereto, all such Securities or
portions thereof which are to be redeemed on that date.


 






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Section 11.6. Securities
Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining
to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security
for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption
Date, such Security shall be paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts
to the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United
States except as otherwise provided in Section 10.2), and provided, further, that, except as otherwise specified in or pursuant
to this Indenture or the Registered Securities of such series, 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 Regular Record Dates therefor according to their terms and the
provisions of Section 3.7.


 


If any Bearer
Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons,
or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them
such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall
have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however,
that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided in Section
10.2.


 


If any Security
called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall
bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section 11.7. Securities
Redeemed in Part.


 


Any Registered
Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities
of the same series, containing identical terms and provisions, 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 Security
in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.


 






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ARTICLE
12.


SINKING
FUNDS


 


Section 12.1. 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 permitted
or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture.


 


The minimum
amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of such
series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. 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 and this Indenture.


 


Section 12.2. Satisfaction
of Sinking Fund Payments With Securities.


 


The Company
may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to be made pursuant
to the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities previously
called for redemption or any of such Securities in respect of which cash shall have been released to the Company), together in
the case of any Bearer Securities of such series with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, provided that
such series of Securities have not been previously so credited. Such Securities shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly. If, as a result of the delivery or credit of Securities of any
series in lieu of cash payments pursuant to this Section 12.2, the principal amount of Securities of such series to be redeemed
in order to satisfy the remaining sinking fund payment shall be less than $100,000, the Trustee need not call Securities of such
series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying
Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company.


 


Section 12.3. Redemption
of Securities for Sinking Fund.


 


Not less than
75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officer’s
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 and the portion thereof, if any, which is
to be satisfied by delivering and crediting of Securities of that series pursuant to Section 12.2, 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 credited and not theretofore delivered. If such Officer’s 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 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 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 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.


 






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ARTICLE
13.


REPAYMENT
AT THE OPTION OF HOLDERS


 


Section 13.1. Applicability
of Article.


 


Securities
of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of
the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not operate as
a payment, redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its
option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding
anything to the contrary contained in this Section 13.1, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities
by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the
repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment
price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.


 


ARTICLE
14.


SECURITIES
IN FOREIGN CURRENCIES


 


Section 14.1. Applicability
of Article.


 


Whenever this
Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any particular series or pursuant to this Indenture or the
Securities, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action
or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of
the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution
(or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination
of rights or distribution) as the Company may specify in a written notice to the Trustee.


 






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ARTICLE
15.


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 15.1. Purposes for
Which Meetings May Be Called.


 


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


 


Section 15.2. Call, Notice
and Place of Meetings.


 


(1) The Trustee
may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 15.1, to be held at
such time and at such place in the Borough of Manhattan, The City of New York, or, if Securities of such series have been issued
in whole or in part as Bearer Securities, in London or in such place outside the United States 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 1.6, not less than 21
nor more than 180 days prior to the date fixed for the meeting.


 


(2) In case
at any time the Company (by or 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 15.1, by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to Section 1.6) or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified,
as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or, if Securities
of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in clause (1) of this Section.


 


Section 15.3. Persons Entitled
to Vote at Meetings.


 


To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its counsel.


 


Section 15.4. Quorum; Action.


 


The Persons
entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for any meeting
of Holders of Securities of such series. In the absence of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such reconvened 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 reconvened meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 15.2(1), 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 an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.


 






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Except as
limited by the proviso to Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only 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 9.2, any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or other Act 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 such series.


 


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


 


Section 15.5. Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(1) 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 such 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 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4 to certify
to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.


 


(2) 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 15.2(2), 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.


 


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


 






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(4) Any meeting
of Holders of Securities of any series duly called pursuant to Section 15.2 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 15.6. 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 triplicate of all votes cast at the meeting.
A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared
by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 15.2 and, if applicable, Section 15.4. Each
copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall
be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE
16.


SUBORDINATION
OF SECURITIES


 


Section 16.1. Securities
Subordinate to Senior Indebtedness.


 


The Company
covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the
principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Indebtedness.


 


Notwithstanding
the foregoing, if a deposit referred to in Section 4.2(4)(a) is made pursuant to Section 4.2(2) or Section 4.2(3) with respect
to any Securities (and provided all other conditions set out in Section 4.2(4) shall have been satisfied with respect to such
Securities), then, following such deposit or following the 123rd day after such deposit with respect to defeasance only, no money
or Government Obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior Indebtedness,
including any such rights arising under this Article 16.


 


Section
16.2. Payment Over of Proceeds Upon Dissolution, Etc.


 


In the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case
or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and
in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become
due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company subordinated to the payment
of the Securities), on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase
or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases
and acquisitions herein referred to, individually and collectively, as a “Securities Payment”), and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Securities Payment.


 






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In the event
that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received
any Securities Payment, before all Senior Indebtedness is paid in full or payment thereof provided for in cash or cash equivalents
or otherwise in a manner satisfactory to holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such
Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities
Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any Securities
Payment, or any taxes that ought to have been withheld or deducted from any such Securities Payment that have been remitted to
the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives
for purposes of this Section.


 


For purposes
of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article.
The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of
the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment
for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person
formed by such 51 consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties
and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article 8.


 


Section 16.3. No Payment
when Senior Indebtedness in Default.


 


Anything in
this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Company (i) unless
full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has
been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time
of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under
any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall
not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared
due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received
written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment
Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness
is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full
amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing
on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by
the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or
waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B)
180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities
which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly
above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of
principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by
or on behalf of the Company. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given
during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same
issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment
Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or
representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately
preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known
to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive
days.


 






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In the event
that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Company in contravention of
the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable,
in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative
or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.


 


The provisions
of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.


 


Section 16.4. Reliance by
Senior Indebtedness on Subordination Provisions.


 


Each Holder
of any Security by his acceptance thereof acknowledges and agrees that the foregoing subordination provisions are, and are intended
to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created
or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions
in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.


 


Section 16.5. Payment Permitted
If No Default.


 


Nothing contained
in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or
other marshalling of assets and liabilities of the Company referred to in Section 16.2 or under the conditions described in Section
16.3, from making Securities Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Securities
Payments or the retention of such Securities Payments by the Holders, if, at the time of such application by the Trustee, it did
not have knowledge that such Securities Payments would have been prohibited by the provisions of this Article.


 






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Section 16.6. Subrogation
to Rights of Holders of Senior Indebtedness.


 


Subject to
the payment in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally
and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to indebtedness of
the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation)
to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.


 


Section 16.7. Provisions
Solely to Define Relative Rights.


 


The provisions
of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on
the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness;
or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive
cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section 16.8. Trustee to
Effectuate Subordination.


 


Each holder
of a Security 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 provided in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes.


 


Section 16.9. No Waiver of
Subordination Provisions.


 


No right of
any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof any such holder may have or be otherwise charged with.


 






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Without in
any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to
the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend
or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


 


Section 16.10. Notice to
Trustee.


 


The Company
shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof
from the Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts
exist.


 


Subject to
the provisions of Section 6.1, 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 therefor) to establish that such notice has been given by a holder
of Senior Indebtedness (or a trustee therefor). 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, 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, 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.


 


Section 16.11. Reliance on
Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment
or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 6.1, 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, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities,
for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the 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.


 






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Section 16.12. Trustee Not
Fiduciary for Holders of Senior Indebtedness.


 


The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders
if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.


 


Section 16.13. Rights of
Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.


 


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


 


Nothing in
this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.


 


Section 16.14. Article Applicable
to Paying Agents.


 


In case at
any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that Section 16.13 shall not apply to the Company
or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Section 16.15. Defeasance
of this Article 16.


 


The subordination
of the Securities provided by this Article 16 is expressly made subject to the provisions for defeasance in Section 4.2(2) hereof
or covenant defeasance in Section 4.2(3) hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of
any such defeasance or covenant defeasance, the Securities then outstanding shall thereupon cease to be subordinated pursuant
to this Article 16.]


 


[Intentionally
left blank]


 






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


	 	 	 
	 	SENESTECH, INC. 
	 	 	 
	Attest:	By:	 
	 	 	 
	 	 	Name:
	 	 
	 	 	Title:
	 	 
		 
	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 
	 	 	Title:




  






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EXHIBIT
A


 


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


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
(AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE
OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS THE
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),]
TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED
IN THE NAME OF [CEDE & CO. OR IN] SUCH [OTHER] NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY] [DTC]
(AND ANY PAYMENT IS MADE TO [CEDE & CO. OR TO] SUCH [OTHER] ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITORY] [DTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF[, CEDE & CO.,] HAS AN INTEREST HEREIN.]


 


[Insert
any applicable legend(s) required by the Internal Revenue Code]


 


NO. $


 


SENESTECH
INC. 


 


[Designation
of Series]


 


SENESTECH
INC, a Delaware corporation (hereinafter called the “Company”, which term includes any successor corporation under
the Indenture referred to below), for value received, hereby promises to pay to , or registered assigns, the principal sum of              Dollars ($              ) on,               [If the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on               and               in each
year, commencing               ,                        [If the Security is to bear interest at a fixed rate, insert — at the rate of          % per annum] [If
the Security is to bear interest at an adjustable rate, insert — at a rate per annum computed or determined in accordance
with the provisions below], until the principal hereof is paid or made available for payment [If applicable, insert —,
and (to the extent that the payment of such interest shall be legally enforceable) at the rate of % per annum on any overdue principal
and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available
for payment and such interest shall be payable on demand]. [If applicable, insert — Interest on this Security shall
be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or the maturity date falls on
a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such
payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date
or the maturity date, as the case may be, to such next Business Day.] The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall
be or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which
is payable but not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the
registered Holder hereof on the relevant regular record date by virtue or having been such holder, and may be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent special
record date (which shall be at least 10 days before the payment date) for the payment of such defaulted interest to be fixed by
the Company, notice whereof shall be given to the Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
such Indenture.


 






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


 


Payment of
the principal of and [If applicable, insert — any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts [If applicable,
insert —; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register;] [If applicable, insert — provided,
further, that payment to [DTC or] any [successor] depository may be made by wire transfer to the account designated by [DTC or]
such [successor] depository in writing].


 


This Security
is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of , 20 (herein called, together with all indentures supplemental thereto,
the “Indenture”), between the Company and , as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof [, initially limited (subject to exceptions provided in the Indenture)
to the aggregate principal amount of $ ].


 


[If applicable,
insert — The indebtedness evidenced by the Securities is, to the extent provided in the Indenture, subordinate and subject
in right of payment to the prior payment in full of all indebtedness and obligations of the Company as are defined in the Indenture
as “Senior Indebtedness,” and this Security is issued subject to the provisions of the Indenture with respect thereto,
and each Holder of this Security, by accepting the same, agrees to and shall be bound by such provisions. Each Holder of this
Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the
issuance of this Security, shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing
to hold, or in continuing to hold, such Senior Indebtedness.]


 






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[If the
Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to the Securities
shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.]


 


[If the
Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. Such amount shall be equal to [ insert formula for determining the
amount ]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.]


 


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


 


[If applicable,
insert — The Securities are not subject to any sinking fund.]


 


[If applicable,
insert — The Securities are subject to redemption [(l) [If applicable, insert — on in any year commencing
with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100%
of the principal amount, and (2)] [ If applicable, insert — at any time [on or after ], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed
on or before , % and if redeemed during the 12-month period beginning of the years indicated at the Redemption Prices indicated
below:


 










		
        Year 

        
	Redemption Price







 


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


 


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


 


	Year	Redemption Price for Redemption
        through Operation of the Sinking Fund

         

        
	Redemption Price for Redemption Otherwise than through
    Operation of the Sinking Fund


 






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


 


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


 


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


 


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


 


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


 


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


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on this Security, at the times, place and rate, and
in the coin or currency, herein and in the Indenture prescribed.


 


As provided
in the Indenture and subject to certain limitations set forth therein and in this Security, the transfer of this Security may
be registered on the Security Register upon surrender of this Security for registration of transfer at the office or agency of
the Company maintained for that purpose in any place where the principal of and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.


 






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[If applicable,
insert — The Securities are issuable only in registered form [without coupons] in the denominations of $ and any integral
multiple thereof.] As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Security,
the Securities are exchangeable for a like aggregate principal amount of Securities of this series in different authorized denominations,
as requested by the Holders surrendering the same.


 


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


 


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


 


[If applicable,
insert — The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect
to the Securities (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants
and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money or Government Obligations,
or a combination thereof, in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire
indebtedness on all Securities of this series, and satisfies certain other conditions, all as more fully provided in the Indenture.]


 


This Security
shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said State.


 


All terms
used in this Security without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


[Remainder
of Page Intentionally Left Blank]


 






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


 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.





	 	 	 
	 	SENESTECH INC 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	Attest:	 
	 	 
	 	By:	 
	 	 	 
	 	Name:
	 	 
	 	Title:




  


CERTIFICATE
OF AUTHENTICATION


 


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








	 	 	 
	 	 	 
	 	as Trustee
	 	 	 
	Dated:	By:	 
	 	 	 
	 	Name:
	 	 
	 	Title: Authorized Officer




 








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