Exhibit 4.1


 


WABASH NATIONAL CORPORATION


 


as Primary Obligor


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of April 23, 2012


 


Senior Debt Securities


 






    	 



    	 	



    
 


TABLE OF CONTENTS


 





	Article I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01	Definitions.	1
	Section 1.02	Compliance Certificates and Opinions.	10
	Section 1.03	Form of Documents Delivered to Trustee.	11
	Section 1.04	Acts of Holders.	11
	Section 1.05	Notices, etc., to Trustee, Company and agents.	13
	Section 1.06	Notice to Holders; Waiver.	13
	Section 1.07	Effect of Headings and Table of Contents.	14
	Section 1.08	Successors and Assigns.	14
	Section 1.09	Separability Clause.	14
	Section 1.10	Benefits of Indenture.	14
	Section 1.11	Governing Law.	14
	Section 1.12	Legal Holidays.	15
	Section 1.13	Judgment Currency.	15
	Section 1.14	No Personal Liability.	15
	Section 1.15	USA PATRIOT ACT.	16
	Article II. SECURITIES FORMS	16
	Section 2.01	Forms of Securities.	16
	Section 2.02	Form of Trustee's Certificate of Authentication.	16
	Section 2.03	Securities Issuable in Global Form.	16
	Article III. THE SECURITIES	17
	Section 3.01	Amount Unlimited; Issuable in Series.	17
	Section 3.02	Denominations.	21
	Section 3.03	Execution, Authentication, Delivery and Dating.	21
	Section 3.04	Temporary Securities.	23
	Section 3.05	Registration, Registration of Transfer and Exchange.	25
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities.	28
	Section 3.07	Payment of Interest; Interest Rights Preserved.	28
	Section 3.08	Persons Deemed Owners.	30
	Section 3.09	Cancellation.	31
	Section 3.10	Computation of Interest; CALCULATIONS.	31
	Article IV. SATISFACTION AND DISCHARGE	31
	Section 4.01	Satisfaction and Discharge of Indenture.	31
	Section 4.02	Application of Trust Funds.	33
	Article V. REMEDIES	33
	Section 5.01	Events of Default.	33
	Section 5.02	Acceleration of Maturity; Rescission and Annulment.	35
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee.	36
	Section 5.04	Trustee May File Proofs of Claim.	36
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities or Coupons.	37
	Section 5.06	Application of Money Collected.	37
	Section 5.07	Limitation on Suits.	38
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium, if any, Interest
    and Additional Amounts.	38
	Section 5.09	Restoration of Rights and Remedies.	38
	Section 5.10	Rights and Remedies Cumulative.	39
	Section 5.11	Delay or Omission Not Waiver.	39
	Section 5.12	Control by Holders of Securities.	39
	Section 5.13	Waiver of Past Defaults.	39



 


 



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	Section 5.14	Waiver of Usury, Stay or Extension Laws.	40
	Section 5.15	Undertaking for Costs.	40
	Article VI. THE TRUSTEE	40
	Section 6.01	Notice of Defaults.	40
	Section 6.02	Certain Rights AND OBLIGATIONS of Trustee.	41
	Section 6.03	Not Responsible for Recitals or Issuance of Securities.	43
	Section 6.04	May Hold Securities.	43
	Section 6.05	Money Held in Trust.	43
	Section 6.06	Compensation and Reimbursement.	43
	Section 6.07	Eligibility of Trustee; Conflicting Interests.	44
	Section 6.08	Resignation and Removal; Appointment of Successor.	44
	Section 6.09	Acceptance of Appointment by Successor.	45
	Section 6.10	Merger, Conversion, Consolidation or Succession to Business.	46
	Section 6.11	Appointment of Authenticating Agent.	47
	Article VII. HOLDERS' LISTS AND REPORTS	48
	Section 7.01	Disclosure of Names and Addresses of Holders.	48
	Section 7.02	Reports by Trustee.	48
	Section 7.03	Company to Furnish Trustee Names and Addresses of Holders.	48
	Article VIII. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	49
	Section 8.01	Company May Consolidate, etc., Only on Certain Terms.	49
	Section 8.02	Successor Substituted.	49
	Article IX. SUPPLEMENTAL INDENTURES	49
	Section 9.01	Supplemental Indentures Without Consent of Holders.	49
	Section 9.02	Supplemental Indentures With Consent of Holders.	50
	Section 9.03	Execution of Supplemental Indentures.	51
	Section 9.04	Effect of Supplemental Indentures.	51
	Section 9.05	Conformity with Trust Indenture Act.	51
	Section 9.06	Reference in Securities to Supplemental Indentures.	51
	Article X. COVENANTS	52
	Section 10.01	Payment of Principal, Premium, if any, Interest and Additional Amounts.	52
	Section 10.02	Maintenance of Office or Agency.	52
	Section 10.03	Money for Securities Payments to Be Held in Trust.	53
	Section 10.04	[Reserved].	54
	Section 10.05	Existence.	54
	Section 10.06	Maintenance of Properties.	55
	Section 10.07	Insurance.	55
	Section 10.08	Payment of Taxes and Other Claims.	55
	Section 10.09	Commission and Other Reports to the Trustee.	55
	Section 10.10	Statement as to Compliance.	56
	Section 10.11	Additional Amounts.	56
	Section 10.12	Waiver of Certain Covenants.	57



 






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	Article XI. REDEMPTION OF SECURITIES 57	57
	Section 11.01	Applicability of Article.	57
	Section 11.02	Election to Redeem; Notice to Trustee.	57
	Section 11.03	Selection by Trustee of Securities to Be Redeemed.	58
	Section 11.04	Notice of Redemption.	58
	Section 11.05	Deposit of Redemption Price.	59
	Section 11.06	Securities Payable on Redemption Date.	60
	Section 11.07	Securities Redeemed in Part.	60
	Article XII. SINKING FUNDS	60
	Section 12.01	Applicability of Article.	60
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities.	61
	Section 12.03	Redemption of Securities for Sinking Fund.	61
	Article XIII. REPAYMENT AT THE OPTION OF HOLDERS	61
	Section 13.01	Applicability of Article.	61
	Section 13.02	Repayment of Securities.	62
	Section 13.03	Exercise of Option.	62
	Section 13.04	When Securities Presented for Repayment Become Due and Payable.	62
	Section 13.05	Securities Repaid in Part.	63
	Article XIV. DEFEASANCE AND COVENANT DEFEASANCE	64
	Section 14.01	Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.	64
	Section 14.02	Defeasance and Discharge.	64
	Section 14.03	Covenant Defeasance.	64
	Section 14.04	Conditions to Defeasance or Covenant Defeasance.	65
	Section 14.05	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
    Provisions.	66
	Article XV. MEETINGS OF HOLDERS OF SECURITIES	67
	Section 15.01	Purposes for Which Meetings May Be Called.	67
	Section 15.02	Call, Notice and Place of Meetings.	67
	Section 15.03	Persons Entitled to Vote at Meetings.	68
	Section 15.04	Quorum; Action.	68
	Section 15.05	Determination of Voting Rights; Conduct and Adjournment of Meetings.	69
	Section 15.06	Counting Votes and Recording Action of Meetings.	69
	Article XVI. GUARANTEE OF SECURITIES	70
	Section 16.01	Guarantee.	70
	Section 16.02	Future Guarantors.	72
	Section 16.03	Delivery of Guarantee.	73


 






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RECONCILIATION AND TIE BETWEEN


 


TRUST INDENTURE ACT OF 1939 (THE "1939
ACT") AND INDENTURE


 


	1939 Act Section	Indenture Section
	Section 310(a)(1)	607
	(a)(2)	607
	(b)	607, 608
	Section 312(c)	701
	Section 313(a)	702
	(c)	702
	Section 314(a)	703
	(a)(4)	1010
	(c)(1)	102
	(c)(2)	102
	(e)	102
	Section 315(b)	601
	Section 316(a) (last sentence)	101
	("Outstanding")	 
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(b)	508
	Section 317(a)(1)	503
	(a)(2)	504
	Section 318(a)	111
	(c)	111


 


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


 


Attention should also
be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not physically contained therein.


 






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INDENTURE


 


INDENTURE, dated as
of April 23, 2012, among Wabash National Corporation, a Delaware corporation, as primary obligor (hereinafter called the "Company"),
having its principal office at 1000 Sagamore Parkway South, Lafayette, Indiana 47905, and Wells Fargo Bank, National Association,
a national banking association, as trustee (hereinafter called the "Trustee"), and any Person becoming a Guarantor hereunder.


 


RECITALS


 


The Company deems it
necessary to issue from time to time for its lawful purposes senior debt securities (hereinafter called the "Securities")
evidencing its unsecured and unsubordinated indebtedness, and has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to bear interest at the rates
or formulas, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided.


 


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


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


Article
I.



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01          Definitions.


 


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


 


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


 


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


 


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


 






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


 


"Act," when
used with respect to any Holder, has the meaning specified in Section 1.04.


 


"Additional Amounts"
means any additional amounts which are required by a Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and 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 meanings correlative to the foregoing.


 


“Applicable Procedures”
means, with respect to any payment, tender, redemption, transfer, exchange or conversion of or for beneficial interests in any
global Security, the rules and procedures of DTC that apply to such payment, tender, redemption, transfer, exchange or conversion.


 


"Authenticating
Agent" means any authenticating agent appointed by the Trustee pursuant to Section 6.11.


 


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


 


"Bankruptcy Law"
has the meaning specified in Section 5.01.


 


"Bearer Security"
means any Security established pursuant to Section 2.01 which is payable to bearer.


 


"Board of Directors"
means the board of directors of the Company or a Guarantor, as applicable, or other body with analogous authority with respect
to the Company or a Guarantor, the executive committee of that board or body or any committee of that board or body duly authorized
to act hereunder.


 


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


 


"Business Day,"
when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, any day other than a Saturday, Sunday,
legal holiday or other day on which the Trustee or banking institutions in that Place of Payment or particular location are authorized
or required by law, regulation or executive order to close.


 


"Capital Stock"
means, with respect to any Person, any and all shares (including preferred shares), interests, participations or other equity ownership
interests (however designated, whether voting or non-voting) in the Person and any rights (other than debt securities convertible
into or exchangeable for corporate Capital Stock), warrants or options to purchase any thereof.


 






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"Clearstream"
means Clearstream Banking, societe anonyme, Luxembourg, or its successor.


 


"Code" means
the Internal Revenue Code of 1986 and any successor thereto, in each case as amended from time to time, and the regulations thereunder.


 


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


 


"Common Depositary"
has the meaning specified in Section 3.04(b).


 


"Common Shares"
means, with respect to any Person, capital stock or shares of beneficial interest issued by such Person other than Preferred Shares.


 


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


 


"Company Request"
and "Company Order" mean, respectively, a written request or order signed in the name of the Company by its Chairman
of the Board, the Chief Executive Officer, the President or a Vice President (whether or not designated by a number or a word or
words added before or after the title "vice president"), and by its Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.


 


"Conversion Event"
means the cessation of use of (i) a Foreign Currency other than the Euro both by the government of the country that issued such
currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking
community, (ii) the Euro both within the member states of the European Union that have adopted the single currency in accordance
with the treaty establishing the European Community as amended by the treaty of the European Union and for the settlement of transactions
by public institutions of or within the European Union or (iii) any currency for the purposes for which it was established.


 


"Corporate Trust
Office" means the office of the Trustee at which at any particular time its corporate trust business in relation to this Indenture
shall be principally administered, which office at the date of execution of this Indenture is located at Wells Fargo Bank, National
Association, 230 W. Monroe Street, Suite 2900, Chicago, IL 60606, Attn: Corporate Trust Services, and for purposes of Section 3.05
and Section 10.02 such office shall also mean the office or agency of the Trustee located at 608 Second Avenue South, N9303-121,
Minneapolis, MN 55479, Attn: Corporate Trust Operations.


 


"corporation"
includes corporations, limited partnerships, limited liability companies, real estate investment trusts, associations, companies
and business trusts.


 


"coupon"
means any interest coupon appertaining to a Bearer Security.


 


"currency"
means any currency, currency unit or composite currency, including, without limitation, the Euro, issued by the government of one
or more countries or by any recognized confederation or association of such governments.


 






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"Custodian"
has the meaning specified in Section 5.01.


 


"Debt" of
the Company or any Subsidiary means any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of
(i) borrowed money evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge,
lien, charge, encumbrance or any security interest existing on property owned by the Company or any Subsidiary, (iii) reimbursement
obligations, contingent or otherwise, in connection with any letters of credit or amounts representing the balance deferred and
unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade payable or (iv)
any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company's consolidated balance sheet
as a capitalized lease in accordance with GAAP, in the case of items of indebtedness under (i) through (iii) above to the extent
that any such items (other than reimbursement obligations in connection with letters of credit) would appear as a liability on
the Company's consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any
obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes
of collection in the ordinary course of business), indebtedness of another Person that would appear as a liability on such Person's
consolidated balance sheet in accordance with GAAP (other than the Company or any Subsidiary) (it being understood that "Debt"
shall be deemed to be incurred by the Company and its Subsidiaries on a consolidated basis whenever the Company and its Subsidiaries
on a consolidated basis create, assume, guarantee or otherwise become liable in respect thereof; Debt of a Subsidiary of the Company
existing prior to the time it becomes a Subsidiary of the Company shall be deemed to be incurred upon such Subsidiary's becoming
a Subsidiary of the Company; and Debt of a Person existing prior to a merger or consolidation of such Person with the Company or
any Subsidiary of the Company in which such Person is the successor of the Company or such Subsidiary shall be deemed to be incurred
upon the consummation of such merger or consolidation).


 


"Defaulted Interest"
has the meaning specified in Section 3.07.


 


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


 


"DTC" means
The Depository Trust Company for so long as it shall be a clearing agency registered under the Exchange Act, or such successor
as the Company shall designate from time to time in an Officer's Certificate delivered to the Trustee.


 


"Euroclear"
means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor as operator of the Euroclear System.


 


"Event of Default"
has the meaning specified in Article Five.


 


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


 


"Exchange Date"
has the meaning specified in Section 3.04(b).


 


"Foreign Currency"
means any currency issued by the government of one or more countries other than the United States or by any recognized confederation
or association of such governments.


 






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"GAAP" means
generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent
basis; provided, that solely for purposes of any calculation required by the financial covenants contained herein, "GAAP"
shall mean generally accepted accounting principles as used in the United States on the date hereof, applied on a consistent basis.


 


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


 


"Guarantee"
has the meaning set forth in Article Sixteen hereof.


 


"Guarantor"
means any Person that is liable under a Guarantee under Article Sixteen hereof.


 


"Holder"
means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.


 


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


 


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


 


"interest,"
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts
pursuant to Section 10.11, includes such Additional Amounts.


 






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


 


"Make-Whole Amount"
means, in connection with any optional redemption or accelerated payment of any Securities, the excess, if any, of: (i) the aggregate
present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the
amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable
in respect of each such dollar if such redemption or accelerated payment had not been made, determined by discounting such principal
and interest at the Reinvestment Rate (determined on the third Business Day preceding the date notice of such redemption is given)
from the respective dates on which such principal and interest would have been payable if such redemption or accelerated payment
had not been made to the date of redemption or accelerated payment; over (ii) the aggregate principal amount of the Securities
being redeemed or paid.


 


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


 


"Officers' Certificate"
means a certificate signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President
(whether or not designated by a number or a word or words added before or after the title "vice president") and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or a Guarantor, as applicable, and delivered
to the Trustee.


 


"Opinion of Counsel"
means a written opinion of counsel, who may be counsel for the Company or a Guarantor or who may be an employee of or other counsel
for the Company or a Guarantor, or other counsel who shall be reasonably satisfactory to the Trustee.


 


"Original Issue
Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


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


 


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


 


(iv)          Securities
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and 


 






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(v)          Securities
converted into Common Shares or Preferred Shares pursuant to or in accordance with this Indenture if the terms of such Securities
provide for convertibility pursuant to Section 3.01;


 


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


 


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


 


"Person"
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization
or government or agency or political subdivision thereof.


 


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


 


"Predecessor Security"
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen
coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security
to which the mutilated, destroyed, lost or stolen coupon appertains.


 


"Preferred Shares"
means, with respect to any Person, shares of capital stock or of beneficial interest issued by such Person that are entitled to
a preference or priority over any other shares of capital stock or beneficial interest issued by such Person upon any distribution
of such Person's assets, whether by dividend or upon liquidation, dissolution or winding up.


 






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"Recourse Indebtedness"
means Debt, other than Secured Debt as to which Secured Debt the liability of the obligor thereon is limited to its interest in
the collateral securing such Secured Debt, provided that no such Secured Debt shall constitute Recourse Indebtedness by reason
of provisions therein for imposition of full recourse liability on the obligor for certain wrongful acts, environmental liabilities,
or other customary exclusions from the so-called "non-recourse" provisions.


 


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


 


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


 


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


 


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


 


"Reinvestment
Rate" means a rate per annum equal to the sum of (i) .25% (or such other percentage specified in the terms of any Securities)
plus (ii) the arithmetic mean of the yields under the heading "Week Ending" published in the most recent Statistical
Release under the caption "Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding
to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds
to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant
to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the
most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format
or content of the Statistical Release changes in a manner that precludes determination of the Treasury yield in the above manner,
then the Treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined
by the Company. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury
Yield in the above manner, then the Treasury Yield shall be determined in the manner that most closely approximates the above manner,
as reasonably determined by the Company.


 


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


 


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


 


"Responsible Officer,"
when used with respect to the Trustee, means any senior vice president, vice president (whether or not designated by a number or
a word or words added before or after the title "vice president"), or assistant vice president, the secretary, any assistant
secretary, or any other officer working in its Corporate Trust Office and 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 such officer's knowledge and familiarity with the particular subject.


 






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"Secured Debt"
means, without duplication, Debt that is secured by a mortgage, trust deed, deed of trust, deed to secure Debt, security agreement,
pledge, conditional sale or other title retention agreement, capitalized lease, or other like agreement granting or conveying security
title to or a security interest in real property or other tangible asset(s). Secured Debt shall be deemed to be incurred (i) on
the date the obligor thereon creates, assumes, guarantees or otherwise becomes liable in respect thereof if it is secured in the
manner described in the preceding sentence on such date or (ii) on the date the obligor thereon first secures such Debt in the
manner described in the preceding sentence if such Debt was not so secured on the date it was incurred.


 


"Securities Act"
means the Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time, and the rules and
regulations of the Commission thereunder.


 


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


 


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


 


"Significant Subsidiary"
means any Subsidiary which is a "significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act) of the Company.


 


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


 


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


 


"Statistical Release"
means the statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which reports yields on actively traded United States government securities adjusted
to constant maturities, or, if such statistical release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index which shall be designated by the Company.


 


"Subsidiary"
means, with respect to the Company or a Guarantor, a corporation or general partnership a majority of the outstanding voting stock
of which is owned or controlled, directly or indirectly, by the Company or the Guarantor, as applicable, or by one or more other
Subsidiaries of the Company or the Guarantor. For the purposes of this definition, "voting stock" means having voting
power for the election of directors, general partners, trustees, managing members or Persons performing similar functions, whether
at all times or only so long as no senior class of securities has such voting power by reason of any contingency.


 


"Successor Company"
has the meaning specified in Section 8.01(a).


 






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


 


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


 


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


 


"United States
person" means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an individual who is a
citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws
of the United States or an estate or trust the income of which is subject to United States federal income taxation regardless of
its source.


 


"Yield to Maturity"
means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.


 


Section
1.02          Compliance Certificates and Opinions.


 


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


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 10.10) shall include:


 


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


 


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


 


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


 


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


 






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Section
1.03          Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section
1.04          Acts of Holders.


 


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


 


Without limiting the
generality of this Section 1.04, 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 action 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 Trustee shall fix
a record date for the purpose of determining the Persons who are beneficial owners of interests 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 action provided in or pursuant
to this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Persons who are beneficial owners
of interests 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 Persons remain
beneficial owners after such record date.


 


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


 


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


 


(d)          The
ownership of Bearer Securities 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, wherever situated, if such certificate shall be deemed by the Trustee to
be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be reasonably satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later
date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some
other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is
no longer Outstanding. The ownership of Bearer Securities may also be proved in any other reasonable manner which the Trustee deems
sufficient.


 


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


 


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


 






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Section
1.05          Notices, etc., to Trustee, Company and agents.


 


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


 


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


 


(2)          the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this Indenture, Attention: Chief Legal Officer, or at any other address previously furnished in writing
to the Trustee by the Company, or if delivered by electronic mail, or


 


(3)          any
agent of the Company, including any conversion agent, Security Registrar or Paying Agent, by any Holder or by the Company shall
be sufficient for every purpose hereunder if made, given, furnished or filed in writing, including by electronic mail, to such
agent.


 


Section
1.06          Notice to Holders; Waiver.


 


Where this Indenture
provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected
by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders
of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually receives such notice.


 


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


 


Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be specified in such Securities on a Business Day, such
publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.
Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date
of the first such publication.


 






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


 


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


 


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


 


Notwithstanding any
other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including
any notice of redemption or repurchase) to a Holder of a global Security (whether by mail or otherwise), as long as DTC is the
depository therefor, such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the standing instructions
from DTC or its designee, including by electronic mail in accordance with DTC operational arrangements or other applicable DTC
requirements.


 


Section
1.07          Effect of Headings and Table of Contents.


 


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


 


Section
1.08          Successors and Assigns.


 


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


 


Section
1.09          Separability Clause.


 


In case any provision
in this Indenture or in any Security or 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
1.10          Benefits of Indenture.


 


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


 


Section
1.11          Governing Law.


 


This Indenture and
the Securities, Guarantees and coupons shall be governed by and construed in accordance with the law of the State of New York applicable
to agreements made or instruments entered into and performed in said state. This Indenture is subject to the provisions of the
TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.


 






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Section
1.12          Legal Holidays.


 


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


 


Section
1.13          Judgment Currency.


 


To the fullest extent
permitted by applicable law, (i) if for the purpose of obtaining judgment in any court it is necessary to convert the amount due
in respect of the principal of, or premium, if any, or interest, or Additional Amounts with respect to, the Securities of any series
from the currency in which it is due (the "Required Currency") into a currency in which the 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 Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which such judgment is given, and (ii) the Company's obligations under this Indenture to make payments in
the Required Currency shall, despite any judgment in the Judgment Currency, be discharged by a payment on account thereof in the
Judgment Currency only to the extent that, on the New York Banking Day following receipt of such payment in the Judgment Currency,
the Trustee may, in accordance with normal banking procedures, purchase in The City of New York the Required Currency with the
amount of the Judgment Currency so paid; and if the amount of the Required Currency that may be so purchased is less than the amount
originally due in the Required Currency, the Company shall have a separate and independent obligation, despite any such payment
or judgment, to indemnify the payee against such deficiency. For purposes of the foregoing, "New York Banking Day" means
any day other than a Saturday, Sunday, legal holiday or other day on which banking institutions in The City of New York are authorized
or required by law, regulation or executive order to close.


 


Section
1.14          No Personal Liability.


 


No recourse under or
upon any obligation, covenant or agreement contained in this Indenture, in any Security or coupon appertaining thereto, or because
of any indebtedness evidenced thereby, shall be had against any promoter, as such, or against any past, present or future shareholder,
officer or director, as such, of the Company or any Guarantor or of any successor thereof, either directly or through the Company
or any Guarantor or any successor thereof, under any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by
the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities.


 






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Section
1.15          USA PATRIOT ACT.


 


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


 


Article
II.



SECURITIES FORMS


 


Section
2.01          Forms of Securities.


 


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


 


Unless otherwise specified
as contemplated by Section 3.01, Bearer Securities shall have interest coupons attached.


 


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


 


Section
2.02          Form of Trustee's Certificate of Authentication.


 


Subject to Section
6.11, 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.


 


[NAME OF TRUSTEE]


as Trustee


By


Authorized Signatory


 


 


Section
2.03          Securities Issuable in Global Form.


 


If Securities of or
within a series are issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (8) of
Section 3.01 and the provisions of Section 3.02, any such Security shall represent such of the Outstanding Securities of such series
as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may
from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee (or pursuant
to its direction) in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.04, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel.


 






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The provisions of the
last sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued
and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions
(which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in
the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of
Section 3.03.


 


Notwithstanding the
provisions of Section 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of and any premium
and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the
provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered
form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.


 


Article
III.



THE SECURITIES


 


Section
3.01          Amount Unlimited; Issuable in Series.


 


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


 






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The Securities may
be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of
the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided,
may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):


 


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


 


(2)          any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05);


 


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


 


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


 


(5)          the
place or places, if any, other than or in addition to an office or agency in the continental United States, where the principal
of and premium, if any, and interest on, and any Additional Amounts payable in respect of, Securities of the series shall be payable,
any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered
for exchange or conversion and notices or demands to or upon the Company in respect of Securities of the series and this Indenture
may be served;


 


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


 


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


 


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


 


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


 


(10)          if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or, if applicable, the portion of the principal
amount of Securities of the series that is convertible in accordance with the provisions of this Indenture, or the method by which
such portion shall be determined;


 


(11)          if
other than Dollars, the Foreign Currency or currencies in which payment of the principal of (and premium, if any) or interest or
Additional Amounts, if any, on the Securities of the series shall be payable or in which the Securities of the series shall be
denominated;


 






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


 


(13)          whether
the principal of (and premium, if any) or interest or Additional Amounts, if any, on the Securities of the series are to be payable,
at the election of the Company or a Holder thereof, in a currency or currencies other than that in which such Securities are payable
in the absence of the making of such an election, the period or periods within which or the date or dates on which, and the terms
and conditions upon which, such election may be made, and the time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or currencies in which such Securities are payable in the
absence of the making of such an election and the currency or currencies in which such Securities are to be payable upon the making
of such an election;


 


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


 


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


 


(16)          whether
Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series
may be exchanged for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05,
and, if Registered Securities of the series are to be issuable as a global Security, the identity of the depositary for such series;


 


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


 


(18)          the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than
upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner
in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 3.04;


 


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


 


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


 






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


 


(22)          whether
and under what circumstances the Company will pay Additional Amounts as contemplated by Section 10.11 on the Securities of the
series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of
any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts (and the terms of any such option);


 


(23)          the
terms and conditions, if any, upon which the Securities may be convertible into or exchangeable for Common Shares or other Capital
Stock of the Company and the terms and conditions upon which such conversion or exchange may be effected, including, without limitation,
the initial conversion or exchange price or rate (or manner of calculation thereof), the portion that is convertible or exchangeable
or the method by which any such portion shall be determined, the conversion or exchange period, provisions as to whether conversion
or exchange will be at the option of the holders or at the option of the Company, the events requiring an adjustment of the conversion
or exchange price, and provisions affecting conversion or exchange in the event of the redemption of such Securities;


 


(24)          whether
and to what extent the Securities of such series will be guaranteed by a Guarantor and the identity of such Guarantor;


 


(25)          the
terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of such series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the TIA are applicable and any
corresponding changes to provisions of the applicable indenture as then in effect and including provisions addressing priority,
perfection and escrow arrangements related to the security interest; and


 


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


 


All Securities of any
one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution
(subject to Section 3.03) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent
of the Holders, for issuances of additional Securities of such series.


 


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


 


The Company in issuing
the Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice with respect to such series provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such notice or notice shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP,
ISIN or other similar numbers.


 






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Section
3.02          Denominations.


 


The Securities of each
series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $5,000.


 


Section
3.03          Execution, Authentication, Delivery and Dating.


 


The Securities and
any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer,
its President or one of its Vice Presidents, and attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.


 


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


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may
be, in the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series
of Securities pursuant to Section 3.01, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security
is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with
the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security,
then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance
of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with
its original issuance of such beneficial owner's interest in such permanent global Security. Except as permitted by Section 3.06,
the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have
been detached and canceled.


 






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


 


(i)          an
Opinion of Counsel stating that


 


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


 


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


 


(c)          such
Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered
by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee
in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the
enforcement of creditors' rights generally and to general equitable principles, and will entitle the Holders thereof to the benefits
of this Indenture and any related Guarantee issued pursuant hereto; and


 


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


 


If such form or terms
have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee's own rights, duties, obligations or immunities under the Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


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


 


Each Registered Security
shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated
by Section 3.01.


 






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No Security or coupon
shall be entitled to any benefit under this Indenture or any related Guarantee or be valid or obligatory for any purpose unless
there appears on such Security or Security to which such coupon appertains a certificate of authentication substantially in the
form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture and any related Guarantee. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, the Trustee shall be fully justified in relying thereon and in cancelling such Security and for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture and any related Guarantee.


 


Section
3.04          Temporary Securities.


 


(a)          Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or,
if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 


Except in the case
of temporary Securities in global form (which shall be exchanged in accordance with Section 3.04(b) or as otherwise provided in
or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured 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 the same series of authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall
be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until
so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series.


 


(b)          Unless
otherwise provided in or pursuant to a Board Resolution, this Section 3.04(b) shall govern the exchange of temporary Securities
issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common
depositary (the "Common Depositary"), for the benefit of Euroclear and Clearstream, for credit to the respective accounts
of the beneficial owners of such Securities (or to such other accounts as they may direct).


 






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Without unnecessary
delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal
amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date,
such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose,
to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate
and deliver (subject to the Trustee's receipt of sufficient delivery instructions from, or provided by or on behalf of, the Common
Depositary), in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to
be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof (as
identified or provided to the Trustee by the Common Depositary, or by Euroclear or Clearstream, as applicable); provided, however,
that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary
global Security shall be accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to
the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to
be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant
to Section 3.01; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 3.03.


 


Unless otherwise specified
in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear
or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form
as may be established pursuant to Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate
shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series
of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities
in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the United States.


 


Until exchanged in
full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that,
unless otherwise specified as contemplated by Section 3.01, interest payable on a temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream
on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the
form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 3.01), for credit
without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners
of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date
in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 3.01).


 






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Notwithstanding anything
to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 of this Indenture (in each case,
without delivery of a certificate in the form of Exhibit A-1) and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of
the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal
or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest
in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received
by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the Company (subject, however, to any abandoned property laws that may
be applicable).


 


Section
3.05          Registration, Registration of Transfer and Exchange.


 


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


 


Subject to the provisions
of this Section 3.05, upon surrender for registration of transfer of any Registered Security of any series at any office or agency
of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical
terms and provisions.


 


Subject to the provisions
of this Section 3.05, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities
of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such
Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect
to any series of Securities as contemplated by Section 3.01, Bearer Securities may not be issued in exchange for Registered Securities.


 






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If (but only if) permitted
by the applicable Board Resolution and (subject to Section 3.03) set forth in the applicable Officers' Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 3.01, at the option of the Holder, Bearer Securities of any series may
be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and
all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured
coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section
10.02, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any
such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business
at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent global Security shall be exchangeable only
as provided in this paragraph. If the depositary for any permanent global Security is DTC, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in part for definitive Securities, a global Security
may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC
for such global Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies
the Company that it is unwilling or unable to continue as depositary for the applicable global Security or Securities or if at
any time DTC ceases to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the
Company shall appoint a successor depositary with respect to such global Security or Securities. If (x) a successor depositary
for such global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice or
becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the
beneficial owners representing a majority in principal amount of the applicable series of Securities represented by such global
Security or Securities advise DTC to cease acting as depositary for such global Security or Securities or (z) the Company, in its
sole discretion, determines at any time that all Outstanding Securities (but not less than all) of any series issued or issuable
in the form of one or more global Securities shall no longer be represented by such global Security or Securities, then the Company
shall execute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank, tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such global Security or Securities. If any beneficial owner
of an interest in a permanent global Security is otherwise entitled to exchange such interest for Securities of such series and
of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.01 and
provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay
but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and the
Trustee shall authenticate and deliver (subject to receipt of adequate instructions as to such beneficial ownership from DTC or
the Company) definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest
in such permanent global Security. On or after the earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depositary as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company's agent for such purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer
Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location
in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close
of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business
at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only
to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions
of this Indenture.


 






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


 


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


 


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


 


The Company or the
Trustee, as applicable, shall not be required (i) to issue, register the transfer of or exchange any Security if such Security
may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the
Securities to be redeemed under Section 11.03 and ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange
any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security
not to be so repaid.


 






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Section
3.06          Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


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


 


Notwithstanding the
provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost
or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any),
any interest on and any Additional Amounts with respect to, Bearer Securities shall, except as otherwise provided in Section 10.02,
be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section
3.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.


 


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


 


Every new Security
of any series with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost
or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture and any
related Guarantees equally and proportionately with any and all other Securities of that series and their coupons, if any, duly
issued hereunder.


 


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


 


Section
3.07          Payment of Interest; Interest Rights Preserved.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 3.01, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for the payment of such interest as follows: (i) to Holders having an aggregate principal amount of $1,000,000 or less of
Securities, by check mailed to such Holders at the address set forth in the Security Register; and (ii) to Holders having an aggregate
principal amount of more than $1,000,000 of Securities, either by check mailed to such Holders or, upon application by a Holder
to the Security Registrar not later than the Regular Record Date for the payment of such interest, by wire transfer in immediately
available funds to such Holder's account within the United States, which application shall remain in effect until the Holder notifies,
in writing, the Security Registrar to the contrary.


 






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Unless otherwise provided
as contemplated by Section 3.01 with respect to the Securities of any series, payment of interest may be made, in the case of a
Bearer Security and at the Company's option, by transfer to an account maintained by the payee with a bank located outside the
United States.


 


Unless otherwise provided
as contemplated by Section 3.01, every permanent global Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent global
Security held for its account by Cede & Co. or the Common Depositary, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial owners
thereof.


 


In case a Bearer Security
of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 3.01, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


 


(1)          The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which
shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with
the Trustee an amount of money in the currency or currencies in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series) equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such
series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in
an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the establishment
of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following clause (2). In case a Bearer Security of any series is surrendered at the office
or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business
at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.


 






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


 


Subject to the foregoing
provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.


 


Section
3.08          Persons Deemed Owners.


 


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


 


Title to any Bearer
Security and any coupons appertaining thereto shall pass by delivery. The Company, any Guarantor, the Trustee and any agent of
the Company, any Guarantor or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the Company, any Guarantor, the Trustee nor any agent
of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.


 






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


 


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


 


Section
3.09          Cancellation.


 


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


 


Section
3.10          Computation of Interest; CALCULATIONS.


 


Except as otherwise
specified as contemplated by Section 3.01 with respect to Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company will be responsible for making calculations
called for under the Securities, including but not limited to determination of redemption price, premium, if any, and any additional
amounts or other amounts payable on the Securities. The Company will make the calculations in good faith and, absent manifest error,
its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee
when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations
without independent verification.


 


 


 


Article
IV.



SATISFACTION AND DISCHARGE


 


Section
4.01          Satisfaction and Discharge of Indenture.


 


This Indenture shall
upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except
as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided for,
any right to receive Additional Amounts, as provided in Section 10.11, and any right to convert or exchange Securities in accordance
with their terms), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series when


 






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(1)          either


 


(A)          all
Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i)
coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived as provided in Section 3.05, (ii) Securities and coupons of such series which
have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii) coupons
appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived
as provided in Section 11.06, 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 10.03) have been delivered to the Trustee for cancellation; or


 


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


 


(i)          have
become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section
6.06, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with
and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive.


 






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Section
4.02          Application of Trust Funds.


 


Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any), and any interest and Additional Amounts for whose payment such money
has been deposited with or received by the Trustee, but such money need not be segregated from other funds except to the extent
required by law.


 


Article
V.



REMEDIES


 


Section
5.01          Events of Default.


 


"Event of Default",
wherever used herein with respect to any particular series of Securities, means any one of the following events with respect to
such series of Securities (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), it being understood that an Event of Default with respect to a particular series of Securities
does not automatically constitute an Event of Default with respect to any other series of Securities:


 


(1)          default
in any payment of interest on or any Additional Amounts payable in respect of any Security when due and payable, which default
continues for a period of 30 days; or


 


(2)          default
in the payment of the principal amount of (or premium, if any, on) any Security when due and payable at its Stated Maturity, upon
required repurchase, upon declaration or otherwise; or


 


(3)          failure
by the Company to comply with its obligations in Article Eight; or


 


(4)          default
in the observance or performance of any covenant of the Company in this Indenture (except as otherwise provided in this Section
5.01), which default continues for a period of 90 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
a written notice, in each case received by the Company (and the Trustee, if applicable), specifying such default and requiring
such default to be remedied and stating that such notice is a "Notice of Default" hereunder; or


 


(5)          default
under any agreement or other instrument under which the Company or any Subsidiary then has outstanding indebtedness for money borrowed
in excess of $25,000,000 in the aggregate for the Company and/or any Subsidiary, whether such indebtedness now exists or shall
hereafter be created (but excluding intercompany indebtedness), and either (a) such default results from the failure to pay any
such indebtedness at its stated final maturity or (b) such default has caused the holder of such indebtedness to declare such indebtedness
to be due and payable prior to its stated final maturity, unless, within 30 days after there has been given, by registered or certified
mail, a written notice of default under this clause (5) 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, the defaulted payment referred to in clause (a) above
shall have been made, waived or extended or the default referred to in clause (a) above shall have been cured, or the acceleration
of indebtedness referred to in clause (b) above shall have been rescinded, stayed or annulled or such indebtedness shall have been
repaid in full; or


 






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(6)          the
Company, any Significant Subsidiary or a Guarantor pursuant to or within the meaning of any Bankruptcy Law:


 


(A)          commences
a voluntary case or files a petition, answer or consent seeking reorganization or relief,


 


(B)          consents
to the entry of a decree or an order for relief against it in an involuntary case or to the commencement of any such case against
it,


 


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


 


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


 


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


 


(A)          is
for relief against the Company, any Significant Subsidiary or a Guarantor in an involuntary case,


 


(B)          adjudges
the Company, any Significant Subsidiary or a Guarantor to be insolvent or approves a petition seeking reorganization, arrangement,
adjustment or composition of any of the foregoing,


 


(C)          appoints
a Custodian of the Company, any Significant Subsidiary or a Guarantor, or for all or substantially all of its property, or


 


(D)          orders
the winding up or liquidation of the Company, any Significant Subsidiary or a Guarantor,


 


and the order or decree
remains unstayed and in effect for 60 days, or


 


(8)          default
in the conversion of the Securities of that series, which default continues for a period of 15 days; or


 


(9)          a
Guarantee, if issued, ceases to be, or is asserted in writing by the Company or any Guarantor not to be, in full force or effect
or enforceable in accordance with its terms with respect to Securities of that series, except as otherwise provided herein; or


 


(10)          a
final judgment for the payment of money in the amount of $10,000,000 or more (excluding any amounts covered by insurance) rendered
against the Company or any Significant Subsidiary, which judgment is not paid, discharged, rescinded, stayed or annulled within
60 days after (a) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (b) the date on
which all rights to appeal thereof have been extinguished; or


 


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


 


As used in this Section
5.01, the term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or State law for the relief of debtors
and the term "Custodian" means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.


 






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Section
5.02          Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to Securities of any series at the time Outstanding other than an Event of Default specified in clause (6) or (7)
of Section 5.01 occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities
of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal or specified portion thereof shall become immediately due and payable.


 


If an Event of Default
specified in clause (6) or (7) of Section 5.01 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 such
a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


 


(1)          the
Company has paid or deposited with the Trustee a sum sufficient to pay in the currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):


 


(A)          all
overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series
and any related coupons,


 


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


 


(C)          to
the extent that payment of such interest is lawful, interest upon overdue installments of interest and any 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


 


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


 


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


 






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Section
5.03          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 or Additional Amounts, if any, on any Security of any series and any related
coupon when such interest or Additional Amount becomes due and payable and such default continues for a period of 30 days, or


 


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


 


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


 


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


 


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


 


Section
5.04          Trustee May File Proofs of Claim.


 


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


 


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


 






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(ii)          to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


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


 


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


 


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


 


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


 


Section
5.06          Application of Money Collected.


 


If after an Event of
Default any moneys or properties distributable in respect of the Company’s or any Guarantor’s obligations under this
Indenture, or any money or property collected by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if
any) or interest and any 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 6.06;


 






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


 


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


 


Section
5.07          Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
5.08          Unconditional Right of Holders to Receive Principal, Premium, if
any, 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 (and premium, if any) and (subject to Sections 3.05 and 3.07) interest on, and any Additional
Amounts in respect of, such Security or payment of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption or repayment, on the Redemption Date or the Repayment Date) and to institute suit for the enforcement
of any such payment or for the enforcement of any applicable conversion right in the Securities, and such rights shall not be impaired
without the consent of such Holder.


 


Section
5.09          Restoration of Rights and Remedies.


 


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


 






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Section
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 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


Section
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 the Holders may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.


 


Section
5.12          Control by Holders of Securities.


 


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


 


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


 


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


 


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


 


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 may on behalf of the Holders of all the Securities
of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except
a default


 


(1)          in
the payment of the principal of (or premium, if any) or interest on or Additional Amounts payable in respect of any Security of
such series or any related coupons,


 


(2)          in
the conversion or exchange of the Securities in accordance with their terms, or


 






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


 


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


 


Section
5.14          Waiver of Usury, Stay or Extension Laws.


 


Each of the Company
and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company and each
Guarantor hereby 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 shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any
suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on or Additional
Amounts payable in respect of any Security on or after the respective Stated Maturities expressed in such Security (or, in the
case of redemption or repayment, on or after the Redemption Date or the Repayment Date) or for the enforcement of any applicable
conversion right in the Securities.


 


Article
VI.



THE TRUSTEE


 


Section
6.01          Notice of Defaults.


 


Within 90 days after
the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit, in the manner
and to the extent provided in TIA Section 313(c), notice of such default hereunder actually known to a Responsible Officer 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 on or any Additional Amounts with respect to any Security of such series,
or in the payment of any sinking fund installment with respect to the Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as Responsible Officers of the Trustee in good faith determine that the withholding of
such notice is in the interests of the Holders of the Securities and coupons of such series; and provided further that in the case
of any default or breach of the character specified in Section 5.01(4) with respect to the Securities and coupons of such series,
no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Securities of such series.


 






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Section
6.02          Certain Rights AND OBLIGATIONS of Trustee.


 


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


 


(1)          the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties, and need not confirm or investigate the
accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein;


 


(2)          any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant
to Section 3.03 which shall be sufficiently evidenced as provided therein) or Officers’ Certificate and any resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


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


 


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


 


(8)          the
Trustee shall have no liability for the actions or omissions of any Paying Agent so long as the Trustee has acted in good faith
and with due care with respect to a matter;


 






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


 


(10)          the
Trustee shall not be charged with notice or deemed to have notice of any Default or Event of Default hereunder, other than a Default
or Event of Default relating to the failure to make any payment when due on the Securities, or knowledge of any matter except to
the extent the Trustee shall be specifically notified of such Default or Event of Default in a written notice by the Company or
by the Holders of at least 25% of the aggregate amount of Securities of any series then outstanding or set forth received at the
Corporate Trust Office and making express reference to the Indenture, the Company or the Securities or a Responsible Officer of
the Trustee has actual knowledge thereof;


 


(11)          the
Trustee shall be under no duty to review or evaluate the contents of any reports or other documents filed with it pursuant to Section
7.03 or Section 10.09 hereof, except to make them available for inspection at reasonable times by Holders of Securities;


 


(12)          the
permissive right of the Trustee to do things enumerated in the Indenture shall not be construed as a duty of the Trustee;


 


(13)          in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances;


 


(14)          in
no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action; and


 


(15)          the
Trustee may request that the Company or any Guarantor deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.


 


The
Trustee shall have the rights and obligations specified in Section 315(a), 315(c) and 315(d) of the Trust Indenture Act. Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject
to the provisions of this Section, whether or not expressly provided. The Trustee shall not be required to give any bond
or surety in respect of the performance of its powers or duties hereunder. The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 


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


 






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Section
6.03          Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities and Guarantees, except the Trustee's certificate of authentication, and in any coupons shall be taken
as the statements of the Company and Guarantors, 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 Guarantees or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility
on Form T-1 supplied to the Company are true and accurate. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds thereof or for any funds received and disbursed in accordance
with this Indenture. The Trustee shall have no responsibility or liability with respect to any information, statement or recital
in any offering memorandum, prospectus, prospectus supplement or other disclosure material prepared or distributed with respect
to the issuance of any series of the Securities.


 


Section
6.04          May Hold Securities.


 


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


 


Section
6.05          Money Held in Trust.


 


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


 


Section
6.06          Compensation and Reimbursement.


 


The Company and each
Guarantor agrees:


 


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


 


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


 


(3)          to
indemnify each of the Trustee and any predecessor Trustee and their directors, officers, agents and employees for, and to hold
them harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of
or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including
without limitation reasonable attorneys' fees and costs) of defending themselves against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.


 






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When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.


 


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


 


“Trustee”
for the purposes of this Section 6.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder
and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct
of any Trustee hereunder shall not affect the rights of any other Trustee hereunder, except in the case of a successor Trustee
that becomes Trustee pursuant to Section 6.10.


 


The provisions of this
Section shall survive the termination of this Indenture (and shall survive the resignation or removal of the Trustee pursuant to
Section 6.08).


 


Section
6.07          Eligibility of Trustee; Conflicting Interests.


 


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


 


There shall be excluded
from the operation of TIA Section 310(b)(i) any series of Securities under this Indenture or any indenture or indentures under
which other securities or certificates of interest or participation in other securities of the Company or any of the Guarantors
are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met.


 


Section
6.08          Resignation and Removal; Appointment of Successor.


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.09.


 


(b)          The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 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.


 


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


 






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(d)          If
at any time:


 


(1)          the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(2)          the
Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the Company or
by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(3)          the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


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


 


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


 


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


 


Section
6.09          Acceptance of Appointment by Successor.


 


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


 






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


 


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


 


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


 


(e)          A
successor Trustee shall deliver notice of its succession to each Holder of the Securities of such series for which it becomes trustee.


 


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


 


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


 






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Section
6.11          Appointment of Authenticating Agent.


 


At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption or repayment thereof, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company
or corporation organized and doing business and in good standing under the laws of the United States or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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


 


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


 






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


 


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


 


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


 


[NAME OF TRUSTEE]


 


as Trustee


 


By:                                                   

                    as
Authenticating Agent


 


By:                                                   

                    Authorized
Signatory


 


Article
VII.



HOLDERS' LISTS AND REPORTS


 


Section
7.01          Disclosure of Names and Addresses of Holders.


 


Every Holder of Securities
or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure
of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312, regardless of
the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).


 


Section
7.02          Reports by Trustee.


 


Within 60 days after
April 15 of each year commencing with the first April 15th after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such April
15 if required by TIA Section 313(a).


 


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


 


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


 


(a)          semi-annually,
with respect to each series of Securities, a list, in such form and as of such date as the Trustee may reasonably require, of the
names and addresses of the Holders of Registered Securities of such series as of the applicable date, and


 






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


 


provided, however,
that, so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.


 


Article
VIII.



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
8.01          Company May Consolidate, etc., Only on Certain Terms.


 


The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets (as
an entirety or substantially an entirety in one transaction as a series of transactions) to, any Person, unless:


 


(a)          the
resulting, surviving or transferee Person (the "Successor Company"), if not the Company itself, is a Person organized
and existing under the laws of the United States of America, any state thereof or the District of Columbia, and the Successor Company
(if not the Company itself) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;


 


(b)          immediately
after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing; and


 


(c)          the
Company delivers, or causes to be delivered, to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate
and an Opinion of Counsel, each to the effect that such consolidation, merger, sale, conveyance, assignment, transfer, lease or
other disposition complies with the requirements of this Indenture.


 


 


Section
8.02          Successor Substituted.


 


Upon any consolidation
of the Company with or merger of the Company with or into, or any conveyance, transfer or lease by the Company of all or substantially
all of its properties and assets (as an entirety or substantially an entirety in one transaction or a series of transactions) to,
any Person in accordance with Section 8.01, the Successor Company 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.


 


Article
IX.



SUPPLEMENTAL INDENTURES


 


Section
9.01          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, any Guarantor and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:


 






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(1)          to
cure any ambiguity, omission, defect or inconsistency contained in this Indenture; or


 


(2)          to
provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of the
Company contained in this Indenture; or


 


(3)          to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that such uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code; or


 


(4)          to
add Guarantees with respect to the Securities; or


 


(5)          to
secure the Securities; or


 


(6)          to
add to the covenants of the Company for the benefit of the Holder, or to surrender any right or power herein conferred upon the
Company; or


 


(7)          to
add or modify any other provision in this Indenture with respect to matters or questions arising hereunder which the Company may
deem necessary or desirable and which does not materially and adversely affect the rights of any Holder; or


 


(8)          to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to comply with any requirement
of the Commission to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar Federal statute
hereafter enacted.


 


Section
9.02          Supplemental Indentures With Consent of Holders.


 


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


 


(1)          reduce
the amount of Securities whose Holders must consent to an amendment or waiver; or


 


(2)          reduce
the rate of or extend the stated time for payment of any interest on any Security; or


 


(3)          reduce
the principal amount of, or extend the Stated Maturity of, any Security; or


 


(4)          make
any change that adversely affects the conversion rights, if any, of any Security; or


 


(5)          make
any Security payable in money other than that stated in such Security; or


 






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(6)          impair
the right of a Holder to receive payment of principal (and premium, if any) and interest on, or any Additional Amounts payable
with respect to, such Holder's Securities on or after the due dates thereof or to institute a suit for the enforcement of any payment
on or with respect to such Holder's Securities; or


 


(7)          modify
any of the provisions of this Section 9.02 or Section 5.13, except to increase the percentage of the principal amount of the Outstanding
Securities affected thereby required to consent to any supplemental indenture pursuant to Section 9.02 or to effect any waiver
pursuant to Section 5.13; or


 


(8)          to
provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.


 


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


 


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


 


Section
9.03          Execution of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and constitutes
the valid and binding obligation of the Company and any Guarantor. 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
9.04          Effect of Supplemental Indentures.


 


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


 


Section
9.05          Conformity with Trust Indenture Act.


 


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


 


Section
9.06          Reference in Securities to Supplemental Indentures.


 


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


 






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Article
X.



COVENANTS


 


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


 


The Company covenants
and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts payable in respect of the Securities of that series in accordance with
the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated
by Section 3.01 with respect to any series of Securities, any interest due on and any Additional Amounts payable in respect of
Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 10.11 in respect
of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they severally mature. Unless otherwise specified with respect
to Securities of any series pursuant to Section 3.01, at the option of the Company, all payments of principal may be paid by check
to the Holder of the Registered Security or other person entitled thereto against surrender of such Security.


 


Section
10.02          Maintenance of Office or Agency.


 


If Securities of a
series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities
of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment or conversion, where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where notices
and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described
in the following paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto in a Place of Payment
for that series which is located outside the United States, an office or agency where Securities of that series and related coupons
may be presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of that series
pursuant to Section 10.11) or conversion; provided, however, that if the Securities of that series are listed on the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed on such exchange; and (C) if the Securities of
such series are or may also be issued in part as, or may be converted to, Registered Securities, subject to any laws or regulations
applicable thereto in a Place of Payment for that series located outside the United States, an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each
such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.11)
or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its agent
to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent
to receive all such presentations, surrenders, notices and demands. Nothing herein shall oblige the Trustee to maintain any such
office or agency on behalf of the Company in any such Place of Payment, other than the Corporate Trust Office.


 






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Unless otherwise specified
with respect to any Securities pursuant to Section 3.01, no payment of principal, premium or interest on or Additional Amounts
in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however,
that, if amounts owing with respect to any Bearer Securities of a series are payable in Dollars, payment of principal of and any
premium and interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to
Section 10.11) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium, interest or Additional Amounts, as the case may
be, at all offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture,
is illegal or effectively precluded by exchange controls or other similar restrictions.


 


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


 


Unless otherwise specified
with respect to any Securities pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in
a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange
rate agent.


 


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


 


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


 






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


 


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


 


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


 


(2)          give
the Trustee notice of any default by the Company or a Guarantor (or any other obligor upon the Securities) in the making of any
such payment of principal (and premium, if any) or interest; 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 by such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to
such sums.


 


Except as otherwise
provided in the Securities of any series (and subject to any abandoned property laws that may be applicable), any money deposited
with the Trustee in trust or with any Paying Agent, or then held by the Company in trust, for the payment of the principal of (and
premium, if any) or interest on, or any Additional Amounts in respect of, any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any), interest or Additional Amounts has become due and payable shall be paid to
the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company and any Guarantor(s) for payment of such principal
of (and premium, if any) or interest on, or any Additional Amounts in respect of, any Security, without interest thereon, and all
liability of the Trustee or such Paying Agent with respect to such money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


Section
10.04           [Reserved].


 


Section
10.05          Existence.


 


Subject to Article
Eight, the Company and each Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company and each Guarantor
shall not be required to preserve any right or franchise if its Board of Directors shall determine that the preservation thereof
is no longer desirable in the conduct of business and that the loss thereof is not disadvantageous in any material respect to the
Holders.


 






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Section
10.06          Maintenance of Properties.


 


The Company will, and
will cause each of its Subsidiaries to, cause all of its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as
in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall prevent the Company or any Subsidiary from discontinuing
the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company or the Subsidiary,
desirable in the conduct of its business and not disadvantageous in any material respect to the Holders.


 


Section
10.07          Insurance.


 


The Company will, and
will cause each of its Subsidiaries to, keep all of its insurable properties adequately insured against loss or damage with insurers
of recognized responsibility in commercially reasonable amounts and types.


 


Section
10.08          Payment of Taxes and Other Claims.


 


The Company will pay
or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary unless such lien would not have a material adverse effect upon such property; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (ii)
for which the Company has set apart and maintains an adequate reserve.


 


Section
10.09          Commission and Other Reports to the Trustee.


 


(a)          The
Company shall ensure delivery to the Trustee within 15 calendar days after it files such annual and quarterly reports, information,
documents and other reports with the Commission, copies of its annual report and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company
is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act in accordance with TIA Section 314(a).
In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, it shall continue to provide the Trustee with reports containing substantially the same information as would have been required
to be filed with the Commission if the Company had continued to have been subject to such reporting requirements. In such event,
such reports shall be provided at the times the Company would have been required to provide reports if it had continued to have
been subject to such reporting requirements. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such
reports, information and documents shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee
is entitled to rely on Officers' Certificates). The Trustee shall have no duty or responsibility to review such reports, information
or documents. In the event that the Company shall provide the Trustee with any such report, information or document and shall not
have filed such report, information or document on the Commission's Electronic Data Gathering, Analysis and Retrieval system, the
Company shall promptly mail or make available copies of such report, information or document to each Holder (other than reports
provided solely pursuant to TIA Section 314(a)).


 






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(b)          The
Company intends to file the reports, information and documents referred to in Section 10.09(a) with the Commission in electronic
form pursuant to Regulation S-T of the Commission using the Commission's Electronic Data Gathering, Analysis and Retrieval system.
Compliance with the foregoing shall constitute delivery by the Company of such reports, information and documents to the Trustee
in compliance with the provisions of Section 10.09(a) and TIA Section 314(a). The Trustee shall have no duty to search for or obtain
any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental
or otherwise. Delivery of the reports, information and documents to the Trustee pursuant to this Section 10.09(b) shall be solely
for the purposes of compliance with this Section 10.09(b) and with TIA Section 314(a). The Trustee's receipt of such reports, information
and documents shall not constitute notice to it of the content thereof or of any matter determinable from the content thereof,
including the Company's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely on Officers'
Certificates.


 


Section
10.10          Statement as to Compliance.


 


The Company and each
Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer as to his or her knowledge of its compliance with
all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 10.10, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.


 


Section
10.11          Additional Amounts.


 


If any Securities of
a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series or any
coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 3.01. Whenever in this Indenture
there is mentioned, in any context except in the case of Section 5.02(1), the payment of the principal of or any premium or interest
on, or in respect of, any Security of any series or payment of any related 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 pursuant to Section 3.01 to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if applicable)
in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention
is not made.


 






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


 


Section
10.12          Waiver of Certain Covenants.


 


The Company may omit
in any particular instance to comply with any term, provision or condition set forth in Sections 10.05 to 10.11, inclusive, if
before or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities
of such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


Article
XI.



REDEMPTION OF SECURITIES


 


Section
11.01          Applicability of Article.


 


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


 


Section
11.02          Election to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the Company shall, at least 15 days prior to the giving of the
notice of redemption in Section 11.04 (unless a shorter notice shall be satisfactory to the Trustee, for purposes of the Trustee's
administrative convenience), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.


 






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Section
11.03          Selection by Trustee of Securities to Be Redeemed.


 


If less than all the
Securities of any series issued on the same day with the same terms are to be redeemed, and the Securities are global Securities,
the Securities to be redeemed will be selected in accordance with Applicable Procedures. If the Securities are not global Securities,
the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount
of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series.


 


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


 


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


 


Section
11.04          Notice of Redemption.


 


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


 


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


 


All notices of redemption
shall state:


 


(1)          the
Redemption Date,


 


(2)          the
Redemption Price (or manner of calculation if not then known), accrued interest to the Redemption Date payable as provided in Section
11.06, if any, and Additional Amounts, if any,


 


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


 


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


 






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


 


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


 


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


 


(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 reasonably satisfactory to the Company, the Trustee for such series
and any Paying Agent is furnished,


 


(9)          if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if
such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to
Section 3.05 or otherwise, the last date, as determined by the Company, on which such exchanges may be made,


 


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


 


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


 


Notice of redemption
of Securities to be redeemed 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
11.05          Deposit of Redemption Price.


 


At least one Business
Day prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in
trust as provided in Section 10.03) an amount of money in the currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) sufficient to pay on the Redemption
Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 3.01 or in the Securities of such series) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date.


 






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Section
11.06          Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified in the currency or currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise
specified as contemplated by Section 3.01, only upon presentation and surrender of coupons for such interest; and provided further
that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of a 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 relevant Record Dates
according to their terms and the provisions of Section 3.07.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 10.02)
and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, and, to the extent
legally enforceable, interest or Yield to Maturity (in the case of Original Issue Discount Securities) on such Security shall,
until paid, bear interest from the Redemption Date at the rate borne by the Security on the Redemption Date.


 


Section
11.07          Securities Redeemed in Part.


 


Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing)
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge
a new Security or Securities of the same series, of any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


Article
XII.



SINKING FUNDS


 


Section
12.01          Applicability of Article.


 


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


 






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


 


Section
12.02          Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section
12.03          Redemption of Securities for Sinking Fund.


 


Not less than 60 days
prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series,
the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02, and
the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers' Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


 


Article
XIII.



REPAYMENT AT THE OPTION OF HOLDERS


 


Section
13.01          Applicability of Article.


 


Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such series established pursuant to Section 3.01) in accordance
with this Article.


 






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Section
13.02          Repayment of Securities.


 


Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the
Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that at least one Business Day prior
to the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) sufficient
to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of, and (except
if the Repayment Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 3.01 or in the Securities
of such series) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date.


 


Section
13.03          Exercise of Option.


 


Securities of any series
subject to repayment at the option of the Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time
to time notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date (1)
the Security so providing for such repayment together with the "Option to Elect Repayment" form on the reverse thereof
duly completed by the Holder (or by the Holder's attorney duly authorized in writing) or (2) a telegram, telex, facsimile transmission
or a letter from a member of a national securities exchange, or the National Association of Securities Dealers, Inc. ("NASD"),
or a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal
amount of the Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor
and terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid, together with the duly completed form entitled "Option to Elect Repayment" on the reverse of the Security,
will be received by the Trustee not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission
or letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only be effective if such Security
and form duly completed are received by the Trustee by such fifth Business Day. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid,
must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be
repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by
the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.


 


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


 


If Securities of any
series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be
repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities
so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance
with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal
amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified pursuant
to Section 3.01, only upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities
(except as otherwise specified in or pursuant to this Indenture or the Registered Securities of a series), installments of interest,
if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company
shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.


 






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If any Bearer Security
surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security
may be paid after deducting from the amount payable therefor as provided in Section 13.02 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
shall be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of
which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section 3.01,
only upon presentation and surrender of those coupons.


 


If the principal amount
of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (and, to the extent
legally enforceable, the interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment
Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) borne by such Security on
the Repayment Date.


 


Section
13.05          Securities Repaid in Part.


 


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


 






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Article
XIV.



DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


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


 


Section
14.02          Defeasance and Discharge.


 


Upon the Company's
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining
thereto on the date the conditions set forth in Section 14.04 are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have
satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from
the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due,
(B) the Company's obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.11, and under or with respect to Section
6.06 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, (D) the rights of Holders to convert
Securities, if any, in accordance with their terms, and (E) this Article. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 14.03 with respect
to such Securities and any coupons appertaining thereto.


 


Section
14.03          Covenant Defeasance.


 


Upon the Company's
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 10.05 to 10.10, inclusive, and, if specified pursuant to Section 3.01, its obligations
under any other covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on and after the date
the conditions set forth in Section 14.04 are satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 10.05 to 10.10,
inclusive, or such other covenant, but shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining thereto,
the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section
or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a default or an Event of Default under Section 5.01(4) or 5.01(11)
or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.


 






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Section
14.04          Conditions to Defeasance or Covenant Defeasance.


 


The following shall
be the conditions to application of Section 14.02 or Section 14.03 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 6.07 who shall agree in writing with the Company and the Trustee, an executed copy of which shall be provided to the
Trustee, to comply with the provisions of this Article Fourteen applicable to it (any such other trustee being referred to herein,
and in Section 14.05, as an "Other Qualifying Trustee") as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any
coupons appertaining thereto, (1) an amount in such currency or currencies 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 or currencies 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,
(i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto
on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments
are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto.
The Trustee shall have no liability for the actions or omissions of any Other Qualifying Trustee.


 


(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 or a Guarantor is a party or by which it is bound.


 


(c)          No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections
5.01(6) and 5.01(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the expiration of such period).


 






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


 


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


 


(f)          The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied
with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company's option under Section 14.02 or Section 14.03 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit
or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.


 


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


 


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


 


Subject to the provisions
of the last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to
Section 3.01) (including the proceeds thereof) deposited with the Trustee (or Other Qualifying Trustee) pursuant to Section 14.04
in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall be held in trust and applied
by the Trustee (or such Other Qualifying Trustee, as applicable), 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 (or such Other Qualifying Trustee, as applicable) 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 need not be segregated from other funds except to
the extent required by law.


 






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Unless otherwise specified
with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.01 or the
terms of such Security to receive payment in a currency other than that in which the deposit pursuant to Section 14.04(a) has been
made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency in which the deposit pursuant to
Section 14.04(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 such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in respect of such Security into the currency in which
such Security becomes payable as a result of such election or Conversion Event based on the applicable market exchange rate for
such currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for
such currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


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


 


Anything in this Article
to the contrary notwithstanding, subject to Section 6.06, the Trustee (or such Other Qualifying Trustee, as applicable) shall deliver
or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.


 


Article
XV.



MEETINGS OF HOLDERS OF SECURITIES


 


Section
15.01          Purposes for Which Meetings May Be Called.


 


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


 


Section
15.02          Call, Notice and Place of Meetings.


 


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


 


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


 






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Section
15.03          Persons Entitled to Vote at Meetings.


 


To be entitled to vote
at any meeting of Holders of Securities of any series, a Person shall be (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 or a Guarantor and their counsel.


 


Section
15.04          Quorum; Action.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(a)          Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified
in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having the signature
of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.04 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 1.04 or other proof.


 


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


 


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


 


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


 


Section
15.06          Counting Votes and Recording Action of Meetings.


 


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


 






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Article
XVI.



GUARANTEE OF SECURITIES


 


Section
16.01          Guarantee.


 


(1)          Each
Person designated as a "Guarantor" in the Board Resolution, supplemental indenture or Officers' Certificate establishing
a series of Securities that also establishes itself as a Guarantor of such Securities by Board Resolution or pursuant to authority
granted by one or more Board Resolutions and set forth, or determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, with respect to each series of Securities to which this Article Sixteen is made
applicable, irrevocably and unconditionally guarantees (the "Guarantee") to each Holder of a Security of such series
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities of such series or the obligations of the Company under this Indenture or the Securities
of such series, that: (i) the principal of and premium, if any, and interest on, or any Additional Amount in respect of, the Securities
of such series will be paid in full when due, whether at the Stated Maturity or Interest Payment Date, by acceleration, call for
redemption, or otherwise; (ii) all other obligations of the Company to the Holders of such series or the Trustee under this Indenture
or the Securities of such series will be promptly paid in full, all in accordance with the terms of this Indenture and the Securities
of such series; and (iii) in case of any extension of time of payment or renewal of any Securities of such series or any of such
other obligations thereunder, they will be paid in full when due in accordance with the terms of the extension or renewal, whether
at the Stated Maturity or Interest Payment Date, by acceleration, call for redemption, or otherwise. Failing payment when due of
any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay the same before failure so to pay becomes
an Event of Default with respect to Securities of any series. If the Company defaults in the payment of the principal of or premium,
if any, or interest on, or any Additional Amount in respect of, the Securities of a series so guaranteed when and as the same shall
become due, whether at the Stated Maturity or Interest Payment Date, by acceleration, call for redemption, or otherwise, without
the necessity of action by the Trustee or any Holder, each Guarantor with respect to such series shall be required to promptly
make such payment in full. The obligations of all Guarantors under this Article Sixteen shall be joint and several.


 


(2)          Each
Guarantor agrees with respect to Securities of any series that its obligations with regard to this Guarantee shall be as principal
and not merely as surety and shall be full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability
of the Securities of such series or this Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing
upon or failures to obtain or realize upon collateral, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a
guarantor. Each Guarantor with respect to Securities of any series hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against
the Company or right to require the prior disposition of the assets of the Company to meet its obligations, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of all obligations
contained in the Securities of such series and this Indenture as it relates to such series of Securities.


 






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(3)          If
any Holder of Securities of a series or the Trustee is required by any court or otherwise to return to any of the Company or a
Guarantor with respect to Securities of that series, or any Custodian, trustee, or similar official acting in relation to any of
the Company or a Guarantor, any amount paid by any of the Company or a Guarantor to the Trustee or such Holder with respect to
Securities of that series, the Guarantee with respect to Securities of that series, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders of Securities of a series in respect of any obligations guaranteed hereby until payment in full of all obligations
of Securities of such series. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section
5.02 for the purposes of a Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as
to the Company of the obligations so guaranteed, and (ii) in the event of any declaration of acceleration of those obligations
as provided in Section 5.02, those obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors
with respect to Securities of a series for purposes of the Guarantee.


 


(4)          Each
Guarantor and by its acceptance of a Security issued hereunder each Holder hereby confirms that it is the intention of all such
parties that the Guarantee by each Guarantor set forth in Section 16.01(1) not constitute a fraudulent transfer or conveyance for
purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal
or state law. To effectuate the foregoing intention, the Holders and all Guarantors hereby irrevocably agree that the obligations
of each of the Guarantors under the Guarantee set forth in Section 16.01(1) shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from
or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee
or pursuant to the next succeeding sentence, result in the obligations of such Guarantor under such Guarantee not constituting
such a fraudulent transfer or conveyance. Each Guarantor that makes any payment or distribution under Section 16.01(1) shall be
entitled to a contribution from each other Guarantor equal to its Pro Rata Portion of such payment or distribution. For purposes
of the foregoing, the "Pro Rata Portion" of any Guarantor means the percentage of net assets of all Guarantors held by
such Guarantor, determined in accordance with GAAP.


 


(5)          It
is the intention of the parties that the obligations of the Guarantors shall be in, but not in excess of, the maximum amount permitted
by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the
creditors of any Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result
of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, such
Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations
of such Guarantor under such Guarantee shall be reduced by such court if and to the extent such reduction would result in the avoidance
of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in
the smallest amount as is strictly necessary to reach such result. For purposes of this paragraph, "fair consideration,"
"insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and the effective
times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law.


 






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(6)          If
the obligations of any Guarantor are reduced pursuant to Section 16.01(4) or 1601(5) above, such reduction shall be applied proportionately
with respect to all Securities (of whatever series) guaranteed under Section 16.01, in accordance with the respective outstanding
principal amount of such Securities so guaranteed (or, if any Securities are Original Issue Discount Securities, the accreted value
of such Securities) and being then due upon the acceleration of the payment of such Securities.


 


(7)          A
Guarantor may consolidate with, sell, lease or convey all or substantially all of its assets to, or merge with or into, the Company,
a Subsidiary of the Company or another Guarantor at any time without limitation, provided that, if the successor entity or entity
acquiring the assets is a Subsidiary of the Company or another Guarantor, such entity expressly or by operation of law assumes
all of the obligations of the Guarantor under this Indenture in connection with the transaction. In any such case, the Guarantor
shall be released from all obligations under this Indenture.


 


(8)          In
addition to the transactions permitted by Section 16.01(7), a Guarantor may consolidate with, sell, lease or convey all or substantially
all of its assets to, or merge with or into, any other corporation, provided that, in any such case, the Guarantor shall be the
continuing corporation, or the successor corporation or corporation acquiring the assets shall be a corporation organized and existing
under the laws of the United States or a State thereof and such corporation expressly assumes all of the obligations of the Guarantor
under this Indenture by supplemental indenture complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered
to the Trustee by such corporation. In any such case, the Guarantor shall be released from all obligations under this Indenture.
Any such consolidation, sale, lease, conveyance or merger is also subject to the condition that the Trustee receive an Officers'
Certificate of the Guarantor and an Opinion of Counsel to the effect that the transaction, and the assumption by any successor
corporation or acquiror of assets, complies with the provisions of this Section 16.01(8) and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


(9)          Upon
a sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor by the Company to a Person other than the Company,
which disposition (i) is not subject to Section 16.01(7), Section 16.01(8) or Article Eight, (ii) causes such Guarantor to no longer
be a Subsidiary of the Company, (iii) is for consideration at least equal to the fair value of the Capital Stock disposed of (in
the good faith determination of the Board of Directors of the Company) and (iv) is otherwise in compliance with the terms of this
Indenture, such Guarantor shall be released from all obligations under this Indenture. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction
or series of related transactions giving rise to the release of such obligations was made in accordance with the provisions of
this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor
from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and premium, if any, and
interest on, and any Additional Amounts with respect to, the Securities as provided in this Article Sixteen.


 


Section
16.02          Future Guarantors.


 


Each Person providing
a guarantee of any Security of a series pursuant to this Indenture shall execute and deliver a supplemental indenture making such
Person a party to this Indenture for the purpose of becoming a Guarantor.


 






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Section
16.03          Delivery of Guarantee.


 


The delivery of any
Security of a series by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in Section 16.01 on behalf of each Guarantor for that series.


 


* * * * *


 


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


 






    	73



    	 



    
 


 


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


 


	 	WABASH NATIONAL CORPORATION	 
	 	 	 
	 	 	 	 
	 	By:	/s/ Mark J. Weber	 
	 		Name:  Mark J. Weber	 
	 		Title:    Senior Vice President – Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee	 
	 	 	 
	 	 	 
	 	By:	/s/ Gregory S. Clarke	 
	 		Name:  Gregory S. Clarke	 
	 		Title:     Vice President	 


 


[Signature Page to Base Indenture]


 


 



    	 



    	 



    



 


EXHIBIT A


 


FORMS OF CERTIFICATION


 






    	 



    	 



    
 


EXHIBIT A-1


 


FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED


 


TO RECEIVE BEARER SECURITY OR TO OBTAIN
INTEREST


 


PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or sufficient description
of Securities to be delivered]


 


To: [Euroclear] [Clearstream]


 


From: [Beneficial Holder]


 


This is to certify
that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless of its source ("United
States person(s)"), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in United States Treasury Regulations Section1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on
its own behalf or through its agent, that you may advise Wabash National Corporation (the "Company") or its agent that
such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s)
for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or
not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


 


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


 


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


 


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


 






    	 



    	 



    
 


We understand that
this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.


 


This certificate may
be relied upon by you and each of the Company, [Name of Trustee], as trustee under the Indenture dated as of _________ ___, 20__
between [Name of Trustee], as trustee, and the Company (the "Indenture") and any Paying Agent (as defined in the Indenture).


 


Dated: _________ ___,
20__


 


[To be dated no earlier
than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date,
as applicable]


 


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


 






    	 



    	 



    
 


EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CLEARSTREAM IN


 


CONNECTION WITH THE EXCHANGE OF A PORTION
OF A TEMPORARY


 


GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE


 


EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or sufficient description
of Securities to be delivered]


 


To: [Name of Trustee], as trustee (the
"Trustee") under the Indenture dated as of _________ ___, 20__ by and between the Company (as defined below) and the
Trustee.


 


From: [Euroclear] [Clearstream]


 


This is to certify
that, based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our "Member
Organizations") substantially in the form attached hereto, as of the date hereof, [U.S.$] principal amount of the above-captioned
Securities (i) is owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United
States person(s)"), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or
through its agent, that we may advise Wabash National Corporation (the "Company") or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect,
that financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person
within the United States or its possessions.


 


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


 


We further certify
that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary
global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of the date hereof.


 






    	 



    	 



    
 


We understand that
this certification is required in connection with certain tax legislation in the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.


 


This certificate may
be relied upon by you and by the Company. Dated: _________, 20__


 


To be dated no earlier
than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


 


[Morgan Guaranty Trust
Company of New York, Brussels Office,] as Operator of the Euroclear System] [Clearstream Banking, societe anonyme, Luxembourg]


 


By: