Exhibit 4.23


 


 


 





LLOYDS BANK PLC

as Issuer


 


 


 


TO


 


 


 


THE BANK OF NEW YORK MELLON, acting through
its London Branch,

as Trustee


 


 


 


INDENTURE


 


 


 


Senior Debt Securities


 


 


 




     


     


    

LLOYDS BANK plc


 


Reconciliation and tie between Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Senior Debt Securities Indenture, dated [ ].


 








	
        Trust
Indenture Act Section
	 	
        Senior
Debt Securities

        Indenture Section



	§310	(a)(1)	 	6.09
	 	(a)(2)	 	6.09
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(b)	 	6.08, 6.10
	 	(c)	 	Not Applicable
	§311	(a)	 	6.13
	 	(b)	 	6.13
	 	(b)(2)	 	7.03(a), 7.03(b)
	 	(c)	 	Not Applicable
	§312	(a)	 	7.01, 7.02(a)
	 	(b)	 	7.02(b)
	 	(c)	 	7.02(c)
	§313	(a)	 	7.03(a)
	 	(b)	 	7.03(a)
	 	(c)	 	1.06, 7.03(a)
	 	(d)	 	7.03(b)
	§314	(a)	 	7.04, 10.06
	 	(b)	 	Not Applicable
	 	(c)(1)	 	1.02
	 	(c)(2)	 	1.02
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	1.02
	 	(f)	 	Not Applicable
	§315	(a)	 	6.01
	 	(b)	 	6.02, 7.03(a)
	 	(c)	 	6.01
	 	(d)	 	6.01
	 	(d)(1)	 	6.01
	 	(d)(2)	 	6.01
	 	(d)(3)	 	6.01
	 	(e)	 	5.14
	§316	(a)(1)(A)	 	5.02, 5.12
	 	(a)(l)(B)	 	5.13
	 	(a)(2)	 	Not Applicable
	 	(a)(last sentence)	 	1.01



 






     


     


    

 


	
        Trust
Indenture Act Section
	 	
        Senior
Debt Securities

        Indenture Section




	 	(b)	 	5.08
	§317	(a)(1)	 	5.03
	 	(a)(2)	 	5.04
	 	(b)	 	10.03
	§318	(a)	 	1.07



 






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


 




     


     


    

TABLE OF CONTENTS


 


 



Page


 







	Article 1 Definitions and Other Provisions of General Application
	Section 1.01.  Definitions	5
	Section 1.02.  Compliance Certificates and Opinions	13
	Section 1.03.  Form of Documents Delivered to Trustee	13
	Section 1.04.  Acts of Holders	14
	Section 1.05.  Notices, Etc. to Trustee and Company	15
	Section 1.06.  Notice to Holders; Waiver	16
	Section 1.07.  Conflict with Trust Indenture Act	16
	Section 1.08.  Effect of Headings and Table of Contents	17
	Section 1.09.  Successors and Assigns	17
	Section 1.10.  Separability Clause	17
	Section 1.11.  Benefits of Senior Debt Securities Indenture	17
	Section 1.12.  Governing Law	17
	Section 1.13.  Saturdays, Sundays and Legal Holidays	17
	Section 1.14.  Appointment of Agent for Service	18
	Section 1.15.  Calculation Agent	18
	Article 2 Senior Debt Security Forms
	Section 2.01.  Forms Generally	19
	Section 2.02.  Form of Trustee’s Certificate of Authentication	19
	Article 3 The Senior Debt Securities
	Section 3.01.  Amount Unlimited; Issuable in Series	20
	Section 3.02.  Denominations	22
	Section 3.03.  Execution, Authentication, Delivery and Dating	23
	Section 3.04.  [Reserved]	24
	Section 3.05.  Registration, Registration of Transfer and Exchange.	24
	Section 3.06.  Mutilated, Destroyed, Lost and Stolen Senior Debt Securities	28
	Section 3.07.  Payment; Interest Rights Preserved	29
	Section 3.08.  Persons Deemed Owners	30
	Section 3.09.  Cancellation	30
	Section 3.10.  Computation of Interest	31
	Section 3.11.  CUSIP Numbers	31
	Section 3.12.  Additional Senior Debt Securities	31



 






    i


     


    

 


	Article 4 Satisfaction and Discharge
	Section 4.01.  Satisfaction and Discharge of Senior Debt Securities Indenture	32
	Section 4.02.   Application of Trust Money	33
	Section 4.03.  Repayment to Company	33
	Article 5 Remedies
	Section 5.01.  Events of Default	34
	Section 5.02.  Acceleration of Maturity; Rescission and Annulment	34
	Section 5.03.  Collection of Indebtedness and Suits for Enforcement by Trustee	35
	Section 5.04.  Trustee May File Proofs of Claim	36
	Section 5.05.  Trustee May Enforce Claims Without Possession of Senior Debt Securities	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 and Interest, if Any	39
	Section 5.09.  Restoration of Rights and Remedies	39
	Section 5.10.  Rights and Remedies Cumulative	39
	Section 5.11.  Delay or Omission Not Waiver	39
	Section 5.12.  Control by Holders	39
	Section 5.13.  Waiver of Past Defaults	40
	Section 5.14.  Undertaking for Costs	40
	Article 6 The Trustee
	Section 6.01.  Certain Duties and Responsibilities	41
	Section 6.02.  Notice of Defaults	41
	Section 6.03.  Certain Rights of Trustee	41
	Section 6.04.  Not Responsible for Recitals or Issuance of Senior Debt Securities	43
	Section 6.05.  May Hold Senior Debt Securities	43
	Section 6.06.  Money Held in Trust	44
	Section 6.07.  Compensation and Reimbursement.	44
	Section 6.08.  Disqualification; Conflicting Interests	45
	Section 6.09.  Corporate Trustee Required; Eligibility	45
	Section 6.10.  Resignation and Removal; Appointment of Successor	46
	Section 6.11.  Acceptance of Appointment by Successor.	48
	Section 6.12.  Merger, Conversion, Consolidation or Succession to Business	49
	Section 6.13.  Preferential Collection of Claims	49
	Section 6.14.  Appointment of Authenticating Agent	49



 






    ii


     


    




	Article 7 Holders Lists and Reports by Trustee and Company
	Section 7.01.  Company to Furnish Trustee Names and Addresses of Holders	51
	Section 7.02.  Preservation of Information; Communication to Holders.	51
	Section 7.03.  Reports by Trustee and Company.	52
	Section 7.04.  Reports by the Company	52
	Article 8 Consolidation, Merger, Conveyance or Transfer
	Section 8.01.  Company May Consolidate, Etc. Only on Certain Terms	53
	Section 8.02.  Successor Corporation Substituted	54
	Section 8.03.  Assumption of Obligations	54
	Article 9 Supplemental Indentures
	Section 9.01.  Supplemental Indentures without Consent of Holders	56
	Section 9.02.  Supplemental Indentures with Consent of Holders	57
	Section 9.03.  Execution of Supplemental Indentures	59
	Section 9.04.  Effect of Supplemental Indentures	59
	Section 9.05.  Conformity with Trust Indenture Act	59
	Section 9.06.  Reference in Senior Debt Securities to Supplemental Indentures	59
	Article 10 Covenants
	Section 10.01.  Payment of Principal, Premium, and Interest	59
	Section 10.02.  Maintenance of Office or Agency	60
	Section 10.03.  Money for Payments to be Held in Trust	60
	Section 10.04.  Additional Amounts	62
	Section 10.05.  Corporate Existence	64
	Section 10.06.  Statement as to Compliance	64
	Section 10.07.  Original Issue Document	64
	Article 11 Redemption of Senior Debt Securities
	Section 11.01.  Applicability of Article	64
	Section 11.02.  Election to Redeem; Notice to Trustee	64
	Section 11.03.  Selection by Trustee of Senior Debt Securities to be Redeemed	64
	Section 11.04.  Notice of Redemption	65
	Section 11.05.  Deposit of Redemption Price	66
	Section 11.06.  Senior Debt Securities Payable on Redemption Date	66
	Section 11.07.  Senior Debt Securities Redeemed in Part	66



 



    iii


     


    




	Section 11.08.  Optional Redemption Due to Changes in Tax Treatment	67




 




    iv


     


    

 








SENIOR DEBT SECURITIES INDENTURE, dated
as of [ ] between LLOYDS BANK PLC, a corporation incorporated in England with registered number 2065 (the “Company”),
and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the
laws of the State of New York, as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square,
London E14 5AL, United Kingdom.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Senior Debt Securities Indenture to provide for the issuance from time to time of its senior debt securities
(the “Senior Debt Securities”), to be issued in one or more series, represented by one or more Global Securities
without coupons for payments attached, or represented by definitive Senior Debt Securities without coupons for payments attached,
the amount and terms of each such series to be determined as hereinafter provided.


 


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


 


NOW, THEREFORE, THIS SENIOR DEBT SECURITIES
INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions and Other Provisions of General Application


 


Section 1.01. Definitions. For all
purposes of this Senior Debt Securities 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 Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 




    5


     


    

(3)       all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with the International Financial
Reporting Standards;


 


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


 


(5)       any
reference to an “Article” or a “Section” refers to an Article or Section of this Senior Debt
Securities Indenture.


 


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


 


“Additional Amounts”
shall have the meaning set forth in Section 10.04.


 


“Additional Senior Debt Securities”
has the meaning set forth in Section 3.12.


 


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


 


“Agent Member” means
a member of, or participant in, any Depositary.


 


“Auditors” means the
Auditors from time to time of the Company or if there shall be joint Auditors of the Company any one or more of such joint Auditors.


 


“Authenticating Agent”
means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Senior Debt Securities. Initially the
Trustee shall act as Authenticating Agent.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the
United Kingdom, will be the Financial Times of London, if practicable, and which, in the United States, will be the Wall
Street Journal, if practicable, and which, in Luxembourg, will be the Luxemburger Wort, if practicable and for so long
as and only with respect to any Senior Debt Securities listed on the Luxembourg Stock Exchange, and if it shall be impracticable
in the opinion of the Company to make any publication of any notice required hereby in any such newspaper, shall mean any publication
or other notice in lieu thereof which is made or given with the approval of the


 




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Company which may include through the means
of DTC, Euroclear and Clearstream.


 


“Board of Directors”
means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company,
which board of directors or committee may, to the extent permitted by applicable law, delegate its authority.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or duly authorized committee thereof and to be in full force and effect on the date of such certification
and delivered to the Trustee.


 


“Business Day” means,
with respect to any Place of Payment, except as may otherwise be provided in the form of Senior Debt Securities of any particular
series, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.


 


“Calculation Agent” means
the Person, if any, authorized by the Company, to calculate the interest rate or other amounts from time to time in relation to
any series of Senior Debt Securities.


 


“Clearstream” means Clearstream
Banking, S.A., or its nominee, or its or their successor.


 


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


 


“Company” means the Person
named as the “Company” in the first paragraph of this Senior Debt Securities Indenture until a successor corporation
shall have become such pursuant to the applicable provisions of this Senior Debt Securities 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 an Executive
Officer of the Company, and delivered to the Trustee.


 


“Corporate Trust Office”
means the office of the Trustee at One Canada Square, London E14 5AL, United Kingdom (Attention: Corporate Trust Administration,
Facsimile: +44 20 7964 2536), or such other address as to which the Trustee may give notice to the Company.


 




    7


     


    

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


 


“Default Interest” has
the meaning specified in Section 3.07.


 


“Depositary” means, with
respect to any series of Senior Debt Securities, a clearing agency that is designated to act as Depositary for the Global Securities
evidencing all or part of such Senior Debt Securities as contemplated by Section 3.01.


 


“Dollar” or “$”
or any similar reference means the coin or currency of the United States which as at the time of payment is legal tender for the
payment of public and private debts.


 


“DTC” means The Depository
Trust Company or its nominee or its or their successor.


 


“Electronic Means” shall
mean the following communications methods: S.W.1.F.T., e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.


 


“euro” or “€”
means the single currency of the participating member states in the Third Stage of European economic and monetary union pursuant
to the Treaty establishing the European Community (as amended from time to time). “participating member states”
means those member states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as
defined and identified in the European economic and monetary union legislation.


 


“Euroclear” means the
Euroclear Bank S.A./N.V., or its nominee, or its or their successor.


 


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


 


“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended.


 


“Executive Officer” means
any individual authorized or designated by the Board of Directors through a power of attorney or otherwise for the purpose of executing
this Senior Debt Securities Indenture and any other certificates, forms, notes and ancillary documents in connection therewith.


 


“Foreign Currency” means
the euro or any currency issued by the government of any country (or a group of countries or participating member states) other
than the United States which as at the time of payment is legal tender for the payment of public and private debts.


 




    8


     


    

“Foreign Government Securities”
means with respect to Senior Debt Securities of any series that are denominated in a Foreign Currency, non-callable (i) direct
obligations of the participating member state or government that issued such Foreign Currency for the payment of which obligations
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 such participating member state or government, the payment of which obligations is unconditionally guaranteed as a full faith
and credit obligation of such participating member state or government. For the avoidance of doubt, for all purposes hereof, euro
shall be deemed to have been issued by each participating member state from time to time.


 


“Global Security” means
a global certificate evidencing all or part of a series of Senior Debt Securities, authenticated and delivered to the Holder and
registered in the name of the Holder or its nominee.


 


“Holder” means a Person
in whose name a Senior Debt Security in global or definitive form is registered in the Senior Debt Security Register.


 


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


 


“Maturity”, when used
with respect to any Senior Debt Security, means the date, if any, on which the principal of such Senior Debt Security becomes due
and payable as therein or herein provided, whether by call for redemption, winding-up of the Company or otherwise.


 


“Officer’s Certificate”
means a certificate delivered to the Trustee and signed by any Executive Officer of the Company.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be an internal counsel employed by the Company, or legal advisors for the Company,
or otherwise, such Opinion of Counsel to be acceptable to the Trustee.


 


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


 


“Outstanding”, when used
with respect to Senior Debt Securities or any series of Senior Debt Securities means (except as otherwise specified pursuant to
Section 3.01), as of the date of determination, all Senior Debt Securities or all Senior Debt Securities of such series, as the
case may be, theretofore authenticated and delivered under this Senior Debt Securities Indenture, except:


 


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


 




    9


     


    

(ii)       Senior
Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government
Securities in the necessary amount have 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 Senior Debt Securities; provided, that, if such Senior Debt Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Senior Debt Securities Indenture or provision therefor satisfactory to the Trustee has been
made; and


 


(iii)       Senior
Debt Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other Senior Debt Securities
have been authenticated and delivered pursuant to this Senior Debt Securities Indenture, other than any such Senior Debt Securities
in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Senior Debt Securities are
held by a bona fide purchaser in whose hands such Senior Debt Securities are valid obligations of the Company;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Senior Debt Securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Senior Debt Security denominated
in a Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of such Senior Debt Security,
of the principal amount of such Senior Debt Security; and (ii) Senior Debt Securities beneficially owned by the Company, or any
other obligor upon the Senior Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Senior Debt Securities for which a Responsible Officer of the
Trustee has received an Officer’s Certificate stating that such Senior Debt Securities are so beneficially owned shall be
so disregarded; provided, further, however, that Senior Debt Securities so beneficially 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 Senior Debt Securities and that the pledgee is not the Company, or any other obligor upon
the Senior Debt Securities or any Affiliate of the Company or of such other obligor.


 


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


 




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


 


“Place of Payment”, when
used with respect to the Senior Debt Securities of any series, means the place or places where the principal of (and premium, if
any) and interest, if any, on the Senior Debt Securities of that series are payable as specified pursuant to Section 3.01 or, if
not so specified, as specified in Section 10.02.


 


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


 


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


 


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


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on Senior Debt Securities of any series means, unless otherwise specified
in accordance with Section 3.01, the date which is 15 calendar days prior to the applicable payment date. If such 15th day is not
a Business Day, the record date for determination will be the next succeeding Business Day.


 


“Responsible Officer”,
when used with respect to the Trustee, means any managing director, director, any vice president, any associate, any trust officer
or other officer of the Trustee assigned to or working in the Corporate Trust Office of the Trustee or, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the administration of this Senior Debt Securities Indenture.


 


“Senior Debt Securities”
has the meaning set forth in the recitals herein and more particularly means any series of Senior Debt Securities issued, authenticated
and delivered under this Senior Debt Securities Indenture.


 


“Senior Debt Securities 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


 




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provisions hereof and shall include the
terms and forms of particular series of Senior Debt Securities established pursuant to Section 3.01.


 


“Senior Debt Security”
means one of the Senior Debt Securities.


 


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


 


“Special Record Date”,
when used for the payment of any Default Interest on Senior Debt Securities of any series, means the date specified by the Company
for the purpose pursuant to Section 3.07.


 


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


 


“Subsidiary” means a
subsidiary or a subsidiary undertaking, as such terms are defined in Sections 1159 and 1162 of the Companies Act 2006 of Great
Britain as in force at the date as of which this instrument was executed.


 


“Taxing Jurisdiction”
has the meaning specified in Section 10.04.


 


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


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this instrument was executed, except as provided in Section 9.05.


 


“United Kingdom” means
the United Kingdom of Great Britain and Northern Ireland.


 


“United States” and “U.S.”
mean the United States of America and, except in the case of Sections 6.09 and 6.14, its territories and possessions.


 


“U.S. Government Obligations”
means non-callable (i) direct obligations of the United States for which its full faith and credit are pledged and/or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation of the United States, and shall also


 




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include a depository receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for
the account of the holder of such 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 U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt.


 


Section 1.02. Compliance Certificates
and Opinions. Except as otherwise expressly provided by this Senior Debt Securities Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this Senior Debt Securities Indenture, the Company shall
furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Senior
Debt Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the
opinion of the legal advisor rendering such opinion 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 Senior Debt Securities 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 Senior Debt Securities Indenture (other than Section 10.06) shall
include:


 


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


 


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


 


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


 


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


 


Section 1.03. Form of Documents Delivered
to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be
so certified or


 




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covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal
advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or
representations by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect to such factual matters is
in the possession of the Company unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate
or opinion or representation with respect to such matters is 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 Senior
Debt Securities 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 Senior Debt Securities
Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Senior Debt Securities Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


(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. When 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


 




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authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.


 


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


 


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


 


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


 


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


 


(i)       the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if made, given, furnished or filed in writing (which may be via facsimile or e-mail) to the Trustee at its Corporate Trust Office
and the Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions pursuant to this Senior
Debt Securities Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission
of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and
(y) such originally executed instructions or directions shall be signed by an authorized representative of the party providing
such instructions or directions; or


 


(ii)       the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and (i) mailed, in the case of the Company, first-class postage prepaid, addressed to it at the address of its principal
office specified in the first paragraph of this Senior Debt Securities Indenture (unless another address has been previously furnished
in writing to the Trustee by the Company, in which case at the last such address) marked “Attention: Company Secretary”,
or (ii) faxed to +44 20 7158 3298/3299 marked “Attention: Company Secretary”.


 


(b)       The
Trustee agrees to accept and act upon instructions or directions pursuant to this Senior Debt Securities Indenture sent by unsecured
e-mail, portable document format (PDF), facsimile transmission or other similar


 




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unsecured electronic methods, including
funds transfer instructions (“Instructions”) given pursuant to the Senior Debt Securities Indenture and delivered
using Electronic Means; provided, however, that the Company shall provide to the Trustee evidence of the Executive Officers.
If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon
such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees
to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, and the risk of interception
and misuse by third parties.


 


Section 1.06. Notice to Holders; Waiver.
When this Senior Debt Securities Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if given in writing and mailed, first-class postage prepaid, to each Holder of a Senior
Debt Security affected by such event in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with
respect to reports pursuant to Section 7.03(a).


 


For so long as the Senior Debt Securities
of any series are represented by Global Securities, the Company will deliver a copy of all notices with respect to such series
to the Holder (if the address of such Holder is known to the Company).


 


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


 


Section 1.07. Conflict with Trust Indenture
Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included
in this Senior Debt Securities Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which
this Senior Debt Securities Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision
otherwise included herein would not be so required or imposed (in whole or in


 




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part) if this Senior Debt Securities Indenture
were executed at such future time, the Company and the Trustee may enter into one or more indentures supplemental hereto pursuant
to Section 9.01 to change or eliminate (in whole or in part) such provision or limitation of this Senior Debt Securities Indenture
in conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to Article Nine) no provision
or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(l), (d)(2), (d)(3) and (e), 316(a)(1)(A),
(a)(l)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which this Senior Debt
Securities Indenture was executed may be so changed or eliminated.


 


Section 1.08. Effect of Headings and
Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


 


Section 1.09. Successors and Assigns.
All covenants and agreements in this Senior Debt Securities Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.


 


Section 1.10. Separability Clause. In
case any provision in this Senior Debt Securities Indenture or in the Senior Debt Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11. Benefits of Senior Debt
Securities Indenture. Nothing in this Senior Debt Securities Indenture or in the Senior Debt Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of Senior Debt Securities,
any benefit or any legal or equitable right, remedy or claim under this Senior Debt Securities Indenture.


 


Section 1.12. Governing Law. This
Senior Debt Securities Indenture and the Senior Debt Securities shall be governed by and construed in accordance with the laws
of the State of New York, except that the authorization and execution of the Senior Debt Securities Indenture and the Senior Debt
Securities shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions
of the Company and the Trustee, as the case may be.


 


Section 1.13. Saturdays, Sundays and
Legal Holidays. The terms of the Senior Debt Securities shall provide that, in any case where any Interest Payment Date, Redemption
Date, Maturity or Stated Maturity, of a Senior Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Senior Debt Securities Indenture or the Senior Debt Securities other than a provision in the Senior
Debt Securities that specifically states that such provision shall apply in lieu of this Section) payments of interest, if any
(and premium, if any) or principal and the exchange of the Senior Debt


 




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Security 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 (or such other Business Day
as shall be provided in such Senior Debt Security) with the same force and effect as if made on such Interest Payment Date, Redemption
Date, Maturity or Stated Maturity, provided that no interest shall accrue on such payment for the period from and after
such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be.


 


Section 1.14. Appointment of Agent for
Service. The Company has designated and appointed the Chief Legal Officer, North America, Lloyds Bank Corporate Markets plc
(or any successor thereto), currently of 1095 Avenue of the Americas, New York, NY 10036 as its authorized agent upon which process
may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising
out of or relating to the Senior Debt Securities or this Senior Debt Securities Indenture, but for that purpose only, and agrees
that service of process upon such authorized agent shall be deemed in every respect effective service of process upon it in any
such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment
shall be irrevocable so long as any of the Senior Debt Securities remain Outstanding until the appointment of a successor by the
Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of
the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing
of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such authorized
agent in full force and effect so long as any of the Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated
and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits
(for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is
so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now
or hereafter to the laying of the venue of any such suit or proceeding.


 


Section 1.15. Calculation Agent. If
the Company appoints a Calculation Agent pursuant to Section 3.01 with respect to any series of Senior Debt Securities, any determination
of the interest rate on, or other amounts in relation to, such series of Senior Debt Securities in accordance with the terms of
such series of Senior Debt Securities by such Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct)
be binding on the Company, the Trustee and all Holders and (in the absence of manifest error, bad faith or willful misconduct)
no liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its
powers, duties and discretions.


 




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Article
2

Senior Debt Security Forms


 


Section 2.01. Forms Generally. The
Senior Debt Securities of each series shall be issuable as registered securities without coupons and in such forms as shall be
established by or pursuant to a Board Resolution, or an Officer’s Certificate, or in one or more indentures supplemental
hereto, pursuant to Section 3.01, in each case with such insertions, omissions, substitutions and other variations as are required
or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant
thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently herewith, be determined by
the officers executing such Senior Debt Securities, all as evidenced by any such execution.


 


The Trustee’s certificates of authentication
shall be in substantially the form set forth in Section 2.02 or Section 6.14.


 


The definitive Senior Debt Securities shall
be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted
by the rules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers executing
such Senior Debt Securities, as evidenced by their execution thereof.


 


Section 2.02. Form of Trustee’s
Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:


 


CERTIFICATE OF AUTHENTICATION


 


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


 





	 	Dated: ______________________






 


	
        THE BANK OF NEW YORK MELLON, acting through its London Branch,

         

        as Trustee

         

	By:	 
	 	Authorized Signatory



 






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Article
3



The Senior Debt Securities


 


Section 3.01. Amount Unlimited; Issuable
in Series. The aggregate principal amount of Senior Debt Securities which may be authenticated and delivered under this Senior
Debt Securities Indenture is unlimited. The Senior Debt Securities may be issued in one or more series.


 


There shall be established by or pursuant
to Board Resolutions of the Company or established by an Officer’s Certificate or established in one or more indentures supplemental
hereto, prior to the initial issuance of Senior Debt Securities of any series:


 


(a)       the
title of the Senior Debt Securities of the series (which shall distinguish the Senior Debt Securities of the series from all other
Senior Debt Securities);


 


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


 


(c)       the
date or dates, if any, on which the principal of (and premium, if any, on) the Senior Debt Securities of the series is payable;


 


(d)       the
rate or rates, if any, at which the Senior Debt Securities of the series shall accrue interest or the manner of calculation of
such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07, the
terms applicable to deferred payments, if any, the Regular Record Date for the interest payable on any Interest Payment Date and
any dates required to be established pursuant to Section 7.01;


 


(e)       whether
any premium, upon redemption or otherwise, shall be payable by the Company on Senior Debt Securities of the series;


 


(f)       the
place or places where the principal of (and premium, if any) and any interest on Senior Debt Securities of the series shall be
payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on
Senior Debt Securities of such series, at least one of such Paying Agents having an office or agency in the Borough of Manhattan,
The City of New York;


 




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(g)       other
than with respect to any redemption of the Senior Debt Securities pursuant to Section 11.08, whether or not such series of Senior
Debt Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, the period or periods
within which, the price or prices at which and the terms and conditions upon which, Senior Debt Securities of the series may be
redeemed, including the date referred to in Section 11.08;


 


(h)       the
obligation, if any, of the Company to redeem or purchase Senior Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms
and conditions upon which Senior Debt Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;


 


(i)       if
other than denominations of $1,000 and any multiple thereof, the denominations in which Senior Debt Securities of the series in
each applicable form shall be issuable;


 


(j)       if
other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of
Senior Debt Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity
thereof pursuant to Section 5.02, upon redemption of Senior Debt Securities of any series which are redeemable before their Stated
Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to Section 5.04;


 


(k)       if
Additional Amounts, pursuant to Section 10.04, will not be payable;


 


(l)       the
terms, if any, on which such Senior Debt Securities may or shall be converted into or exchanged at the option of the Company or
otherwise for stock or other securities of the Company or another entity or other entities, into a basket or baskets of such securities,
into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing, any specific
terms relating to the adjustment thereof and the period during which such Senior Debt Securities may or shall be so converted or
exchanged;


 


(m)       if
other than Dollars, provisions, if any, for the Senior Debt Securities of the series to be denominated, and payments thereon to
be made, in Foreign Currencies and specifying the Place of Payment and the manner of payment thereon and any other terms with respect
thereto;


 


(n)       if
other than the coin or currency in which the Senior Debt Securities of that series are denominated, the coin or currency in which
payment of the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series shall be payable;


 




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(o)       if
the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series are to be payable, at
the election of the Company or a Holder thereof, in a coin or currency other than that in which the Senior Debt Securities are
denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;


 


(p)       whether
the Senior Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the
initial Holder with respect to such Global Security or Senior Debt Securities;


 


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


 


(r)       if
the amounts of payments of principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of the series
may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which
such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;


 


(s)       any
other Events of Default or covenants with respect to the Senior Debt Securities of such series and if other than as specified in
this Senior Debt Securities Indenture, the terms thereof;


 


(t)       the
forms of Senior Debt Securities of the series; and


 


(u)       any
other terms of the series (which terms shall not be inconsistent with the provisions of this Senior Debt Securities Indenture,
except as permitted by Section 9.01(d)).


 


All Senior Debt Securities of any one series
shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such action
or in any such Officer’s Certificate or indenture supplemental hereto.


 


If the forms of Senior Debt Securities of
any series, or any of the terms thereof, are established by action taken pursuant to a Board Resolution, a copy of the Board Resolution
in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order pursuant to Section 3.03
for the authentication and delivery of such Senior Debt Securities.


 


Section 3.02. Denominations. The
Senior Debt Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section
3.01. In the absence of any such specification with respect to Senior Debt Securities of any series, the Senior Debt Securities
of each series shall be issuable in denominations of $1,000 each and any integral multiple thereof. Unless


 




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otherwise specified in accordance with Section
3.01, any Global Security issued and delivered to the Holder shall be issued in the form of units with each $1,000 principal amount
of such Global Security constituting one unit.


 


Section 3.03. Execution, Authentication,
Delivery and Dating. The Senior Debt Securities shall be executed on behalf of the Company by any Executive Officer. The signature
of any Executive Officer on the Senior Debt Securities may be manual or facsimile. Senior Debt Securities bearing the manual or
facsimile signatures of individuals who were at any time the proper officer of the Company shall bind the Company, notwithstanding
that such individual has ceased to hold such office prior to the authentication and delivery of such Senior Debt Securities.


 


At any time and from time to time after
the execution and delivery of this Senior Debt Securities Indenture, the Company may deliver Senior Debt Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Senior Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Debt
Securities. In authenticating such Senior Debt Securities and accepting the additional responsibilities under this Senior Debt
Securities Indenture in relation to such Senior Debt Securities the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that (a) the form and terms thereof have been
established in conformity with the provisions of this Senior Debt Securities Indenture and (b) that this Senior Debt Securities
Indenture and such Senior Debt Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company
enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting creditor’s rights and by general principles of equity.


 


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


 


Each Senior Debt Security shall be dated
the date of its authentication.


 


No Senior Debt Security shall be entitled
to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for any purpose unless there appears on such
Senior Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of
the Trustee by manual signature, and such certificate upon any Senior Debt Security shall be conclusive evidence, and the only
evidence, that such Senior Debt Security has been duly


 




    23


     


    

authenticated and delivered hereunder and
that such Senior Debt Security is entitled to the benefits of this Senior Debt Securities Indenture. Notwithstanding the foregoing,
if any Senior Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and
the Company shall deliver such Senior Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes
of this Senior Debt Securities Indenture, such Senior Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefit of this Senior Debt Securities Indenture.


 


Section 3.04. [Reserved]


 


Section 3.05. Registration, Registration
of Transfer and Exchange.


 


(a)       Global
Securities. This Section 3.05(a) shall apply to Global Securities unless otherwise specified, as contemplated by Section 3.01.


 


Except as otherwise specified, as contemplated
by Section 3.01 hereof, the Senior Debt Securities shall be initially issued and represented by one or more Global Securities,
without coupons attached thereto, which shall be authenticated as contemplated by this Senior Debt Securities Indenture.


 


Each Global Security authenticated under
this Senior Debt Securities Indenture shall be registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Senior Debt Security for all purposes of this Senior Debt Securities Indenture. Except as otherwise specified,
as contemplated by Section 3.01 hereof, each Global Security authenticated under this Senior Debt Securities Indenture shall be
initially registered in the name of DTC only.


 


Unless the Global Security is presented
by an authorized representative of the Holder to the Company or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of a nominee of the Holder and any payment is made to such nominee, any transfer,
pledge or other use of the Global Security for value or otherwise shall be wrongful since the registered owner of such Global Security,
the nominee of the Holder, has an interest in such Global Security.


 


Except as otherwise specified, as contemplated
by Section 3.01 hereof, any Global Security shall be exchangeable for definitive Senior Debt Securities only as provided in this
paragraph. A Global Security shall be exchangeable pursuant to this Section only (i) if the relevant Depositary notifies the Trustee
that it is unwilling or unable to continue to act as Depositary, (ii) if, in the event of a winding-up of the Company, the Company
fails to make a payment on the Senior Debt Securities when due, or (iii) at any time if the Company at its option and in its sole
discretion determines that the Global Securities of a particular series


 




    24


     


    

should be exchanged for definitive Senior
Debt Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable
for, unless otherwise specified or contemplated by Section 3.01, definitive Senior Debt Securities bearing interest (if any) at
the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest
shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest
Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like
amount as the Global Security so exchangeable. Definitive Senior Debt Securities shall be registered in the names of the owners
of the beneficial interests in such Global Securities as such names are from time to time provided by the Holder to the Trustee.


 


Any Global Security that is exchangeable
pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 3.01, shall be exchangeable for Senior
Debt Securities issuable in authorized denominations of a like aggregate principal amount and tenor.


 


No Global Security may be transferred except
as a whole by the Holder to a nominee of the Holder or by the Holder or any such nominee to a successor of the Holder or a nominee
of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to
receive physical delivery of Senior Debt Securities in definitive form and will not be considered the holders thereof for any purpose
under this Senior Debt Securities Indenture.


 


In the event that a Global Security is surrendered
for redemption or exchange for stock or other securities of the Company or another entity or other entities in part pursuant to
Section 11.07, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security,
without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion
of the principal of the Global Security so surrendered.


 


The Agent Members and any other beneficial
owners shall have no rights under this Senior Debt Securities Indenture with respect to any Global Security held on their behalf
by a Holder, and such Holder may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company,
the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization
furnished by a Holder or (ii) impair, as between any such Holder or other clearance service and its Agent Members and Holders,
the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation
the granting of proxies or other authorization of participants to give or take any request, demand, authorization,


 




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direction, notice, consent, waiver or other
action which a Holder is entitled to give or take under this Senior Debt Securities Indenture.


 


In connection with any exchange of interests
in a Global Security for definitive Senior Debt Securities of another authorized form, as provided in this Section 3.05(a), then
without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Senior Debt Securities in aggregate principal amount equal to the principal amount of such
Global Security or the portion to be exchanged executed by the Company. On or after the earliest date on which such interests may
be so exchanged, such Global Security shall be surrendered by the Holder 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 Senior Debt Securities without charge in which
case the Company or Trustee may require payment of any taxes or governmental charges arising and the Trustee shall authenticate
and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Senior Debt
Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable
pursuant to this Section 3.05 shall be exchangeable for Senior Debt Securities issuable in the denominations specified as contemplated
by Section 3.01 and registered in such names as the Holder of such Global Security shall direct. If a definitive Senior Debt Security
is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange
occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest
will not be payable on such Interest Payment Date in respect of such definitive Senior Debt Security, but will be payable on such
Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable.


 


A Depositary may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which
a holder is entitled to take under this Senior Debt Securities Indenture with respect to the Senior Debt Securities.


 


(b)       Except
as otherwise specified pursuant to Section 3.01, Senior Debt Securities of any series may only be exchanged for a like aggregate
principal amount of Senior Debt Securities of such series of other authorized denominations containing identical terms and provisions.
Senior Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section
10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the
Senior Debt Security or Senior Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.


 


The Company shall cause to be kept in the
Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or


 




    26


     


    

agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the “Senior Debt Security Register”; provided, no
such Senior Debt Security Register shall be maintained in any office or agency in the United Kingdom other than in England) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Senior Debt
Securities and of transfers of such Senior Debt Securities. The Trustee is hereby appointed “Senior Debt Security Registrar”
for the purpose of registering Senior Debt Securities and transfers of Senior Debt Securities as herein provided.


 


Senior Debt Securities shall be transferable
only on the Senior Debt Security Register. Upon surrender for registration of transfer of any Senior Debt Security of any series,
together with the form of transfer endorsed on it, duly completed and executed at an office or agency of the Company designated
pursuant to Section 10.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver to the address
specified in the form of transfer, within three Business Days, in the name of the designated transferee or transferees, one or
more new Senior Debt Securities of the same series of any authorized denominations containing identical terms and provisions, of
a like aggregate principal amount.


 


If only part of a Senior Debt Security is
transferred, a new Senior Debt Security of an aggregate principal amount equal to the amount not being transferred shall be executed
by the Company, and authenticated and delivered by the Trustee to the transferor, in the name of the transferor, within three Business
Days after the Trustee acting as Paying Agent pursuant to Section 10.02 receives the Senior Debt Security. The new Senior Debt
Security will be delivered to the transferor by uninsured post at the risk of the transferor to the address of the transferor appearing
in the Senior Debt Security Register. A new Senior Debt Security of an aggregate principal amount equal to the amount being transferred
shall be delivered by the Trustee to the transferee, in the name of the transferee, within three Business Days after the Trustee
acting as Paying Agent pursuant to Section 10.02 receives the Senior Debt Security. The new Senior Debt Security will be delivered
to the transferee by uninsured post at the risk of the transferee to the address of the transferee specified in the form of transfer.


 


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


 


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


 




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No service charge shall be made for any
registration of transfer or exchange of Senior Debt 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 Senior
Debt Securities, other than exchanges pursuant to Sections 3.04, 9.06 or 11.07 not involving any transfer.


 


The Company shall not be required (i) to
issue, register the transfer of or exchange any Senior Debt Security of any series during a period beginning at the opening of
business 15 days before the day of the giving of a notice of redemption of Senior Debt Securities of such series selected for redemption
under Section 11.03 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer
of or exchange any Senior Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Senior
Debt Securities being redeemed in part.


 


Section 3.06. Mutilated, Destroyed, Lost
and Stolen Senior Debt Securities. If any mutilated Senior Debt Security (including any Global Security) is surrendered to
the Trustee, the Company may execute and the Trustee shall, in the case of a Senior Debt Security, authenticate and deliver in
exchange therefor a new Senior Debt Security of the same series containing identical terms and provisions and of like amount, and
bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Senior Debt Security (including
any Global Security) and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of
them harmless, then, in the absence of notice to the Company or the Trustee that such Senior Debt Security 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 Senior Debt Security a new Senior Debt Security of the same series containing identical terms and
provisions and of like amount, and bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Senior Debt
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 Senior Debt Security of any series
issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior Debt Security shall


 




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


 


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


 


Section 3.07. Payment; Interest Rights
Preserved.  Interest, if any, on any Senior Debt Securities which is payable, and is paid or duly provided for, on any Interest
Payment Date shall be paid to the Holder (including if held through a Paying Agent of the Company designated pursuant to Section
3.01 outside the United Kingdom for collection by the Holder) at the close of business on the Regular Record Date for such interest.


 


In the case of Senior Debt Securities where
payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of New York will be made in Dollars
by check drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by the payee with, a bank in The
City of New York.


 


In the case of Senior Debt Securities where
payment is to be made in a Foreign Currency, payment will be made as established pursuant to Section 3.01.


 


Any interest on any Senior Debt Security
of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called
"Default Interest". Default Interest on any Senior Debt Security of any series shall forthwith cease to be payable to
the Holder on the relevant Regular Record Date by virtue then of having been such Holder, and such Default Interest may be paid
by the Company, at its election in each case, as provided in clause (a) or (b) below:


 


(a)       The
Company may elect to make payment of any Default Interest to the Persons in whose names the Senior Debt 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 Default Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Default Interest proposed to be paid on each Senior Debt Security of such series and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Default Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Default Interest
as in this clause provided. Thereupon the Company shall fix a Special Record Date for the payment of such


 




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Default Interest in respect of such Senior
Debt Securities of such series 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 it delivers to the Trustee notice of the proposed payment. The Company shall promptly notify
the Trustee of such Special Record Date and, in the name and at the expense of the Company, the Trustee shall cause notice of the
proposed payment of such Default Interest and the Special Record Date therefor to be given in the manner and to the extent provided
in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Default Interest
on the Senior Debt Securities of such series and the Special Record Date therefor having been so given, such Default Interest on
the Senior Debt Securities of such series shall be paid in the case of Senior Debt Securities to the Persons in whose names such
Senior Debt Securities (or their respective Predecessor Securities) are registered in the Senior Debt Security Register at the
close of business on the Special Record Date, and such Default Interest shall no longer be payable pursuant to the following clause
(b); or


 


(b)       The
Company may make payment of any Default Interest on the Senior Debt Securities of any series to the Persons in whose names such
Senior Debt Securities are registered in the Senior Debt Security Register in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Senior Debt 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, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon registration of transfer of or in
exchange for or in lieu of any other Senior Debt Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Senior Debt Security.


 


Section 3.08. Persons Deemed Owners.
Prior to due presentment of a Senior Debt Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Senior Debt Security is registered as the owner of such Senior
Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) interest,
if any, on such Senior Debt Security and for all other purposes whatsoever, whether or not such Senior Debt Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


Section 3.09. Cancellation. All Senior
Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Senior Debt Securities previously authenticated and delivered


 




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hereunder and all Senior Debt Securities
so delivered shall be promptly cancelled by the Trustee. No Senior Debt Securities shall be authenticated in lieu of or in exchange
for any Senior Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Senior
Debt Securities of any series or pursuant to the provisions of this Senior Debt Securities Indenture. The Trustee shall deliver
to the Company all cancelled Senior Debt Securities held by the Trustee.


 


Section 3.10. Computation of Interest.
Except as otherwise specified pursuant to Section 3.01 for Senior Debt Securities of any series, payments of interest on the
Senior Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11. CUSIP Numbers. The
Company in issuing any series of the Senior Debt Securities may use “CUSIP”, “ISIN” and/or “Common
Code” numbers (if then generally in use) or any successor to such numbers and thereafter with respect to such series, the
Trustee shall use “CUSIP”, “ISIN” and/or “Common Code” numbers or successor numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Senior Debt Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Senior Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change
in the “CUSIP”, “ISIN” and/or “Common Code” numbers or successor numbers.


 


Section 3.12. Additional Senior Debt
Securities. The Company may, from time to time, without the consent of the Holders of the Senior Debt Securities of any series,
issue additional Senior Debt Securities of one or more of the series of Senior Debt Securities issued under this Senior Debt Securities
Indenture, having the same ranking and same interest rate, Maturity, redemption terms and other terms, except for the price to
the public and issue date and first Interest Payment Date, as the Senior Debt Securities; provided, however, that such additional
Senior Debt Securities must be fungible with the outstanding Senior Debt Securities of the relevant series for U.S. federal income
tax purposes. Any such additional Senior Debt Securities, together with the Senior Debt Securities of the applicable series, will
constitute a single series of Senior Debt Securities under this Senior Debt Securities Indenture and shall be included in the definition
of “Senior Debt Securities” in this Senior Debt Securities Indenture where the context requires.


 


Section 3.13. Correction of Minor Defects
in or Amendment of Senior Debt Securities. If, after the issuance of any Senior Debt Security (including any Global Security),
the Company or the Trustee shall become aware of any ambiguity, defect or inconsistency in any term of a Senior Debt Security or
Global Security, as the case may be, or, with respect to any Senior Debt Security


 




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(including any Global Security) issued on
or after the date hereof, the Company and the Trustee may amend such Senior Debt Security as contemplated by Section 9.01(h) and
the parties hereto shall provide for the execution, authentication, delivery and dating of one or more replacement Senior Debt
Securities or Global Securities, as the case may be, pursuant to Section 3.03 hereto.


 


Article
4

Satisfaction and Discharge


 


Section 4.01. Satisfaction and Discharge
of Senior Debt Securities Indenture. This Senior Debt Securities Indenture shall upon Company Request cease to be of further
effect with respect to Senior Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange
of Senior Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Senior Debt Securities Indenture with respect to the
Senior Debt Securities of such series when:


 


(a)       either


 


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


 


(ii)       all
such Senior Debt Securities not theretofore delivered to the Trustee for cancellation


 


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


 


(B)       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 has deposited or caused
to be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash, or U.S. Government Obligations (with
respect to Senior Debt Securities denominated in Dollars) or Foreign Government Securities (with respect to Senior Debt Securities
denominated in the same Foreign Currency) maturing, in the case of (A) and (B) above, as to principal and interest, if any, and,
in the case of (C) above, as to


 




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accrued interest, if any, in such amounts
and at such times as will ensure the availability of cash sufficient to pay and discharge all claims with respect to such Senior
Debt Securities not theretofore delivered to the Trustee for cancellation, in the case of (A) and (B) above, for principal (and
premium, if any) and accrued interest, if any, and, in the case of (C) above, as to accrued interest, if any, to the date of such
deposit (in the case of Senior Debt Securities which have become due and payable) or to the Redemption Date;


 


(b)       the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt Securities
of such series; and


 


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


 


Notwithstanding any satisfaction and discharge
of this Senior Debt Securities Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if cash, U.S. Government Obligations and/or Foreign Government
Securities shall have been deposited with the Trustee pursuant to subclause 4.01(a)(ii) of clause 4.01(a) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge,
including any termination under any bankruptcy law.


 


Section 4.02. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 10.03, all cash, U.S. Government Obligations and Foreign Government
Securities deposited with the Trustee pursuant to Section 4.01 shall be held in trust and such cash and the proceeds from such
U.S. Government Obligations and/or Foreign Government Securities shall be applied by it, in accordance with the provisions of the
Senior Debt Securities of such series, and this Senior Debt Securities Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for the payment of which such cash, U.S. Government Obligations and/or Foreign Government
Securities have been deposited with the Trustee.


 


Section 4.03. Repayment to Company. The
Trustee, the Calculation Agent and any Paying Agent promptly shall pay to the Company upon Company Request any excess money, U.S.
Government Obligations and/or Foreign Government Securities held by them at any time with respect to any series of Senior Debt
Securities.


 




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Article
5

Remedies


 


Section 5.01. Events of Default. 
“Event of Default”, wherever used herein with respect to Senior Debt Securities of a particular series, means
(i) that, whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body, except as otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, the Company
failed to pay any principal or any interest on any Senior Debt Securities of that series within 14 days from the due date for payment
and the principal or interest has not been duly paid within 14 days following written notice from the Trustee to the Company or
to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities
of that series requiring the non-payment to be made good, (ii) the making of an order by an English court of competent jurisdiction
which is not successfully appealed within 30 days of the making of such order, or the valid adoption by the shareholders of the
Company of an effective resolution, for the winding-up of the Company (other than under or in connection with a scheme of reconstruction,
merger or amalgamation not involving bankruptcy or insolvency), (iii) any other Event of Default provided with respect to Senior
Debt Securities of such series pursuant to Section 3.01 or (iv) the default in the performance, or breach, of any covenant or warranty
of the Company in this Senior Debt Securities Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section 5.01 specifically dealt with) provided, that default or breach has not been remedied
within 60 days of receipt by the Company and the Trustee from the Holders of at least 25% aggregate principal amount of the Outstanding
Senior Debt Securities of that series of a written notice requiring the breach to be remedied or written notice from the Trustee
to the Company requiring the breach to be remedied.


 


Section 5.02. Acceleration of Maturity;
Rescission and Annulment. If an Event of Default occurs with respect to Senior Debt Securities of any series and is continuing,
then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding
Senior Debt Securities of such series may declare the principal amount (or, in the case of Original Issue Discount Securities,
the accreted face amount) together with accrued interest, if any, on all the Senior Debt 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 Holder or Holders), and upon any
such declaration such principal amount (or specified amount) shall become immediately due and payable.


 


At any time after such a declaration of
acceleration with respect to Senior Debt Securities of any series has been made but before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this


 




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Article provided, the Holder or Holders
of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of such series, by written notice to the
Company and the Trustee, may rescind or annul such declaration of acceleration and its consequences (including any Event of Default
under another series of Senior Debt Securities arising therefrom) but only if:


 


(a)       the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


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


 


(ii)       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


 


(b)       all
Events of Default with respect to Senior Debt Securities of such series have been cured or waived as provided by Section 5.13.


 


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


 


Section 5.03. Collection of Indebtedness
and Suits for Enforcement by Trustee. The Company covenants that, if the Company fails to pay any principal or any interest
on any Senior Debt Securities of that series within 14 days from the due date for payment and the principal or interest has not
been duly paid within 14 days following written notice from the Trustee to the Company or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the non-payment
to be made good, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Senior Debt Securities,
the whole amount then due and payable on such Senior Debt Securities for principal (and premium, if any) and interest, if any,
and interest on any overdue principal (and premium, if any), at the rate or rates prescribed therefor in such Senior Debt 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 an Event of Default with respect to Senior
Debt 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 Senior Debt Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Senior Debt Securities


 




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Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy, including the institution of proceedings in England (but not elsewhere)
for the winding-up of the Company.


 


The Holders of Senior Debt Securities by
their acceptance thereof will be deemed to have waived any right of set-off or counterclaim or combination of accounts with respect
to the Senior Debt Securities or this Senior Debt Securities Indenture (or between the obligations under or in respect of any Senior
Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether
before or during a winding up of the Company.


 


Notwithstanding the foregoing, failure to
make any payment in respect of a series of Senior Debt Securities shall not be a default in respect of such Senior Debt Securities
if such payment is withheld or refused and the Company delivers an Opinion of Counsel to the Trustee concluding that such sums
were not paid in order to comply with any law or regulation or with the order of any court of competent jurisdiction, upon which
opinion the Trustee may conclusively rely. If any such Opinion of Counsel concludes that the relevant payment can be made without
violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and
the payment shall become due and payable on the expiration of 14 days after the Trustee gives written notice to the Company informing
it of such resolution.


 


No recourse for the payment of the principal
of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon and no recourse under
or upon any obligation, covenant or agreement of the Company in this Senior Debt Securities Indenture, or in any Senior Debt Security,
or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer
or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through
the Company or any successor corporation whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Senior Debt Securities Indenture and the
issue of the Senior Debt Securities.


 


Notwithstanding any contrary provisions,
nothing shall impair the right of a Holder, absent the Holder’s consent, to sue for any payments due but unpaid with respect
to the Senior Debt Securities.


 


Section 5.04. Trustee May File Proofs
of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition, winding-up or other judicial proceeding relative to the Company or any other obligor upon the Senior Debt Securities
of any series or to the property of the Company or such other obligor or their


 




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creditors (other than under or in connection
with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the
principal of the Senior Debt Securities of such series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal
(and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed
in any such proceeding; provided that the Company shall not, as a result of the bringing of such proceedings, be obliged to pay
any sum representing or measured by reference to principal, premium or interest on the Senior Debt Securities sooner than the same
would otherwise have been payable by it. In particular, the Trustee shall be authorized to collect and receive any moneys and 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 a Senior
Debt Security to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to such Holders or holders, to first pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.07.


 


Subject to Article Eight and Section 9.02,
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 any Senior Debt Security any plan of reorganization, arrangement, adjustment, or composition affecting any Senior Debt
Securities or the rights of any Holder of any Senior Debt Security or to authorize the Trustee to vote in respect of the claim
of any such Holder or holder in any such proceeding.


 


Section 5.05. Trustee May Enforce Claims
Without Possession of Senior Debt Securities. All rights of action and claims under this Senior Debt Securities Indenture or
the Senior Debt Securities may be prosecuted and enforced by the Trustee without the possession of any of the Senior Debt Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the ratable benefit of the Holders
of the Senior Debt Securities in respect of which such judgment has been recovered.


 


Section 5.06. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article in respect of any series of Senior Debt Securities 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 (and premium, if any) or interest, if any, upon presentation of such Senior Debt


 




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Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts applicable
to such series of Senior Debt Securities due and owing to the Trustee under Section 6.07;


 


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


 


THIRD: To the payment of the balance, if
any, to the Company or any other Person or Persons legally entitled thereto.


 


Section 5.07. Limitation on Suits. No
Holder of any Senior Debt Security of any series shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Senior Debt Securities Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless


 


(a)       such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Senior Debt Securities
of the same series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;


 


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


 


(c)       such
Holder of a Senior Debt Security has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred in compliance with such request;


 


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


 


(e)       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 Senior Debt Securities of such series;


 


it being understood and intended that no
one or more Holders of Senior Debt Securities of a particular series shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Senior Debt Securities Indenture to affect, disturb or prejudice the rights of any other
such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to
enforce any right under this Senior Debt Securities


 




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Indenture, except in the manner herein provided
and for the equal and ratable benefit of all Holders of Senior Debt Securities of such series.


 


Section 5.08. Unconditional Right of
Holders to Receive Principal, Premium and Interest, if Any. Notwithstanding any other provision in this Senior Debt Securities
Indenture, the Holder of any Senior Debt Security shall have the right, which is absolute and unconditional, to receive payment
of the principal of (and premium, if any) and (subject to Section 3.07) interest, if any, on such Senior Debt Security on the respective
Stated Maturities as expressed in such Senior Debt Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.


 


Section 5.09. Restoration of Rights and
Remedies. If the Trustee or any Holder of any Senior Debt Security has instituted any proceeding to enforce any right or remedy
under this Senior Debt Securities Indenture and such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders of Senior Debt Securities shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Senior Debt Securities shall continue
as though no such proceeding had been instituted.


 


Section 5.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Debt
Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Senior Debt Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Senior Debt Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Senior Debt Securities may
be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Senior Debt Securities,
as the case may be.


 


Section 5.12. Control by Holders. The
Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series shall have the right
to direct the time, method and place of conducting any proceeding


 




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for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the Senior Debt Securities of such series, provided that
the direction is in writing and the Trustee has been offered indemnity and/or security satisfactory to it in its sole discretion;
and


 


(a)       such
direction shall not be in conflict with any rule of law or with this Senior Debt Securities Indenture;


 


(b)       the
action so directed would not be unjustly prejudicial to the Holders of any Senior Debt Securities of any series not taking part
in such direction with respect to which the Trustee is acting as the Trustee; and


 


(c)       the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section 5.13. Waiver of Past Defaults.
The Trustee may without prejudice to its rights in respect of any subsequent Event of Default from time to time and at any
time waive any Event of Default or authorize any proposed Event of Default by the Company, provided that in its opinion
the interests of the Holders shall not be materially prejudiced thereby and, provided further, that the Trustee shall not
exercise any powers conferred on it by this clause in contravention of any notice in writing to the Company and the Trustee made
pursuant to Section 5.02 hereof but so that no such notice shall affect any waiver or authorization previously given or made. The
Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series may on
behalf of the Holders of all the Senior Debt Securities of such series waive any past Event of Default hereunder with respect to
such series and its consequences, except an Event of Default:


 


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


 


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


 


Upon any such waiver, such Event of Default
shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured
and not to have occurred for every purpose of this Senior Debt Securities Indenture, but no such waiver shall extend to any subsequent
or other Event of Default or impair any right consequent thereon.


 


Section 5.14. Undertaking for Costs.
All parties to this Senior Debt Securities Indenture agree, and each Holder of any Senior Debt 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 Senior Debt Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant to


 




    40


     


    

such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made
by such party litigant; 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 Senior Debt Securities
of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any)
or interest, if any, on any Senior Debt Security on or after the respective Stated Maturities expressed in such Senior Debt Security
(or, in the case of redemption, on or after the Redemption Date).


 


Article
6

The Trustee


 


Section 6.01. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and no implied covenants or
obligations shall be read into this Senior Debt Securities Indenture. Notwithstanding the foregoing, no provision of this Senior
Debt Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this Senior Debt Securities Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.


 


Section 6.02. Notice of Defaults. Within
90 days after the occurrence of any Event of Default hereunder with respect to Senior Debt Securities of any series of which a
Responsible Officer of the Trustee has written notice of such Event of Default the Trustee shall transmit in the manner and to
the extent provided in Section 1.06 to Holders of Senior Debt Securities of such series notice of such Event of Default hereunder
known to the Trustee, unless such Event of Default shall have been cured or waived; provided, however, that, the
Trustee shall be protected in withholding such notice (except for a payment default) if it determines in good faith that the withholding
of such notice is in the interest of the Holders of Senior Debt Securities of such series.


 


Section 6.03. Certain Rights of Trustee.
Subject to the provisions of Section 6.01:


 


(a)       the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon or other evidence of indebtedness


 




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


 


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


 


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


 


(d)       the
Trustee may consult with counsel of its own selection 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;


 


(e)       the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Debt Securities Indenture
at the request or direction of any of the Holders pursuant to this Senior Debt Securities Indenture, unless such Holders shall
have offered to the Trustee security and/or indemnity satisfactory to it, in the Trustee’s sole discretion, against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction; and the Trustee may act at
the direction of the requisite percentage of Holders without liability;


 


(f)       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 evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit at the reasonable expense of the Company and shall incur no liability by reason of such inquiry or
investigation; provided that the Trustee shall not be entitled to such information which the Company is prevented from disclosing
as a matter of law or contract;


 


(g)       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 (other than an
officer or employee of the Trustee) or attorney appointed with due care by it hereunder;


 




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


 


(i)       the
Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received at
the Corporate Trust Office of the Trustee written notice of such an Event of Default, and such notice references the Senior Debt
Securities and this Senior Debt Securities Indenture;


 


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


 


(k)       the
Trustee shall not be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond
its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work
stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities,
communications or computer (software and hardware) services, government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the services contemplated by this Senior Debt Securities
Indenture;


 


(l)       the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and


 


(m)       the
permissive right herein of the Trustee to take or refrain from taking any action hereunder shall not constitute a duty.


 


Section 6.04. Not Responsible for Recitals
or Issuance of Senior Debt Securities. The recitals contained herein and in the Senior Debt Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Senior Debt Securities Indenture or of the Senior Debt Securities, except that the Trustee represents and warrants that
it has duly authorized, executed and delivered this Senior Debt Securities Indenture. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of Senior Debt Securities or the proceeds thereof.


 


Section 6.05. May Hold Senior Debt Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Senior Debt Security Registrar and any Calculation Agent or any
other agent of the Company, in its individual or any


 




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other capacity, may become the owner or
pledgee of Senior Debt Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent, Senior Debt Security Registrar, Calculation Agent or
such other agent.


 


Section 6.06. 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 6.07. Compensation and Reimbursement.
The Company agrees:


 


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


 


(b)       except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Senior Debt Securities Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct;
and


 


(c)       to
indemnify the Trustee (which for purposes of this subparagraph Section 6.07(c) shall be deemed to include its directors, officers,
employees, and agents) for, and to hold it harmless against, any and all loss, liability, claim, damage or expense (including legal
fees and expenses) incurred without negligence or willful misconduct on its part with respect to duties expressly stated in this
Senior Debt Securities Indenture, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder
or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in
connection with enforcing the provisions of this Section, but excluding any tax liabilities of the Trustee in respect of its net
profits.


 


In addition to, but without prejudice
to its other rights under this Senior Debt Securities Indenture, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in ‎Section 5.01, the fees costs and expenses (including the charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable  bankruptcy, insolvency, winding-up or other similar law.


 




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The Trustee shall notify the Company in
writing of the commencement of any action or claim in respect of which indemnification may be sought as soon as practicable after
a Responsible Officer of the Trustee becomes aware of such commencement (provided that the failure to make such notification shall
not affect the Trustee’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall
wish, to assume the defense thereof, including the employment of counsel satisfactory to the Trustee. If the Company and the Trustee
are being represented by the same counsel and the Company has assumed the defense of the claim, the Trustee shall not be authorized
to settle a claim without the written consent of the Company, which consent shall not be unreasonably withheld.


 


If the Trustee is represented by separate
counsel due to a conflict of interest or its need for separate representation due to a need to assert defenses which are different
from the Company’s in the Trustee’s sole discretion, the Trustee shall be entitled to enter into any settlement without
the written consent of the Company and any and all fees, costs and expenses of such separate legal representation of the Trustee
will be paid by the Company.


 


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


 


The Trustee’s right to reimbursement
and indemnity under this Section 6.07 shall survive the payment in full of the Senior Debt Securities, the discharge of this Senior
Debt Securities Indenture and the resignation or removal of the Trustee.


 


Section 6.08. Disqualification; Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, Section 310(b) of the Trust Indenture Act and this Senior Debt Securities Indenture.


 


Section 6.09. Corporate Trustee Required;
Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a Person organized
and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination
by Federal or State or District of Columbia authority and having a corporate trust office or agency in the Borough of Manhattan,
The City of New York, New York. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to


 




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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 Six.


 


Section 6.10. 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 6.11.


 


(b)       The
Trustee may resign at any time with respect to the Senior Debt Securities of one or more series by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.


 


(c)       The
Trustee may be removed at any time with respect to the Senior Debt Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Senior Debt Securities of such series delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.


 


(d)       If
at any time:


 


(i)       the
Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest for at least six months,
or


 


(ii)       the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Senior Debt Security for at least six months, or


 


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


 




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(iv)       the
Trustee shall fail to perform its obligations to the Company under the Senior Debt Securities Indenture in any material respect,


 


then, in any such case, (A) the Company by
a Board Resolution may remove the Trustee with respect to any or all series of Senior Debt Securities or (B) subject to Section
5.14 (and except in the case of subparagraph 6.10(d)(iv) above), any Holder who has been a bona fide Holder of a Senior Debt Security
for at least six months (and, in the case of Section 6.10(d)(i) above, who is a Holder of a Senior Debt Security of the series
as to which the Trustee has a conflicting interest) 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 Senior Debt 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 Senior Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Senior Debt Securities of such series (it being understood that any successor
Trustee may be appointed with respect to the Senior Debt Securities of one or more or all of such series and at any time there
shall be only one Trustee with respect to the Senior Debt Securities of any particular series), and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee with respect to the Senior Debt Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Senior Debt Securities of such series delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the Senior Debt Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Senior Debt Securities of any series
shall have been so appointed by the Company or the Holders of Senior Debt Securities of such series and accepted appointment in
the manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Senior Debt Security of such series
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.


 


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


 




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Section 6.11. Acceptance of Appointment
by Successor.


 


(a)       In
case of the appointment hereunder of a successor Trustee with respect to all Senior Debt Securities, every such successor Trustee
so appointed 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 subject to its
lien provided for in ‎Section 6.07, 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.


 


(b)       In
case of the appointment hereunder of a successor Trustee with respect to the Senior Debt Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with respect to the Senior Debt Securities of such series
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which
(i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series
to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Senior
Debt 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 Senior Debt Securities of such series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of
this Senior Debt Securities 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 Senior Debt Securities of such 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 Senior Debt Securities
of such series to which the appointment of such successor Trustee relates, subject to the lien provided for in ‎Section 6.07.


 




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(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
6.11, 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 Six.


 


Section 6.12. Merger, Conversion, Consolidation
or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such Person 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 Senior Debt Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Senior Debt Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Senior Debt Securities.


 


Section 6.13. Preferential Collection
of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Senior Debt
Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).


 


Section 6.14. Appointment of Authenticating
Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series of Senior Debt
Securities which shall be authorized to act on behalf of the Trustee to authenticate Senior Debt Securities of such series upon
original issue, or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or
stolen Senior Debt Securities, and Senior Debt Securities so authenticated shall be entitled to the benefits of this Senior Debt
Securities Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Senior Debt Securities Indenture to the authentication and delivery of Senior Debt Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or banking
association organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less


 




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than $50,000,000 and subject to supervision
or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section.


 


Any Person into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association
shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper or any further act on the part
of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give notice to the Holders of Senior Debt Securities in the manner and to the extent provided 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. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.14.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 6.14.


 


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


 


This is one of the Senior Debt Securities
referred to in the within-mentioned Senior Debt Securities Indenture.


 




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	THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee
	 
	
        By: [NAME OF AUTHENTICATING
        AGENT],

         

        as Authenticating Agent

         



 


	
        By: 
	 








	 



Article
7

Holders Lists and Reports by Trustee and Company


 


Section 7.01. Company to Furnish Trustee
Names and Addresses of Holders. The Company, with respect to any series of Senior Debt Securities, will furnish or cause to
be furnished to the Trustee:


 


(a)       quarterly,
not more than 15 days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest
bearing Senior Debt Securities and Senior Debt Securities on which interest is paid less frequently than quarterly as contemplated
by Section 3.01), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Senior
Debt Securities as of such Regular Record Date or such specified date, and


 


(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.


 


The Company need not furnish or cause to
be furnished to the Trustee pursuant to this Section 7.01 the names and addresses of Holders of Senior Debt Securities so long
as the Trustee acts as Senior Debt Security Registrar with respect to such series of Senior Debt Securities.


 


Section 7.02. Preservation of Information;
Communication to Holders.


 


(a)       The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in
the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying
Agent or Senior Debt Security Registrar (if so acting). The Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished.


 




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(b)       The
rights of the Holders of Senior Debt Securities of any series to communicate with other Holders with respect to their rights under
this Senior Debt Securities Indenture or under the Senior Debt Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.


 


(c)       Every
Holder, by receiving and holding a Senior Debt Security, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b) or otherwise made pursuant to the Trust Indenture Act.


 


Section 7.03. Reports by Trustee and
Company.


 


(a)       On
or before July 31 in each year following the date hereof, so long as any Senior Debt Securities are Outstanding hereunder, the
Trustee shall transmit to Holders as provided in the Trust Indenture Act a brief report dated as of a date required by and in compliance
with the Trust Indenture Act.


 


(b)       A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange
upon which the Trustee has been notified that the Senior Debt Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when Senior Debt Securities are listed on any securities exchange.


 


(c)       The
Company will furnish the Trustee with interim and annual reports within 180 days following the end of the Company’s fiscal
year with respect to its annual report, and within 90 days of the end of any interim six-month reporting period with respect to
its interim report, and upon receipt thereof, the Trustee will mail such reports to all record holders of Senior Debt Securities.
In addition, the Company will furnish the Trustee with all notices of meetings at which holders of Senior Debt Securities of a
particular series are entitled to vote, and all other reports and communications that are made generally available to holders of
Senior Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available
for inspection by holders of Senior Debt Securities in such manner as the Company may determine and, in the case of any notice
received by the Trustee in respect of any meeting at which holders of Senior Debt Securities of a particular series are entitled
to vote, will mail to all such record holders of Senior Debt Securities, at the Company’s expense, a notice containing a
summary of the information set forth in such notice of meeting.


 


Section 7.04. Reports by the Company.
The Company shall:


 


(a)       file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the


 




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information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports pursuant to either of such Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange
Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in
such rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only
and the Trustee’s receipt of such shall not constitute actual or 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 exclusively on an Officer’s Certificate);


 


(b)       file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this
Senior Debt Securities Indenture as may be required from time to time by such rules and regulations. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate);
and


 


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


 


Article
8

Consolidation, Merger, Conveyance or Transfer


 


Section 8.01. Company May Consolidate,
Etc. Only on Certain Terms. The Company may, without the consent of Holders of any Senior Debt Securities of any series Outstanding
under this Senior Debt Securities Indenture, consolidate or amalgamate with or merge into any other corporation or convey or transfer
or lease its properties and assets substantially as an entirety to any Person, provided that:


 




    53


     


    

(a)       the
corporation formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance
or transfer the properties and assets of the Company substantially as an entirety (i) shall be a company organized and existing
under the laws of the United Kingdom or any political subdivision thereof and (ii) shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal
of (and premium, if any) and interest (including deferred amounts), if any, on all the Senior Debt Securities in accordance with
the provisions of such Senior Debt Securities and this Senior Debt Securities Indenture and the performance of every covenant of
this Senior Debt Securities Indenture on the part of the Company to be performed or observed;


 


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


 


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


 


Section 8.02. Successor Corporation Substituted.
Upon any consolidation, amalgamation or merger by the Company into any other corporation or any conveyance or transfer of the
properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor corporation formed
by such consolidation or amalgamation or into which the Company is merged or to which such conveyance or transfer is made shall
succeed to and be substituted for, and may exercise every right and power of, the Company, under this Senior Debt Securities Indenture
with the same effect as if such successor corporation had been named as the Company herein, and thereafter, the predecessor corporation
shall be relieved of all obligations and covenants under the Senior Debt Securities Indenture and the Senior Debt Securities.


 


Section 8.03. Assumption of Obligations.
With respect to the Senior Debt Securities of any series, a wholly-owned Subsidiary of the Company (a “successor entity”)
may without the consent of any Holder assume the obligations of the Company (or any corporation which shall have previously assumed
the obligations of the Company) for the due and punctual payment of the principal of (and premium, if any, on) and interest, if
any, on any series of Senior Debt Securities in accordance with the provisions of such Senior Debt Securities and this Senior Debt
Securities Indenture and the performance of every covenant of this Senior Debt Security Indenture and such series of Senior Debt
Securities on the part of the Company to be performed or observed, provided that:


 




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(a)       the
successor entity shall expressly assume such obligations by an amendment to the Senior Debt Securities Indenture, executed by the
Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company
shall, by amendment to the Senior Debt Securities Indenture, unconditionally guarantee (such guarantee shall be given on a Senior
basis consistent with Article Twelve hereof) all of the obligations of such successor entity under the Senior Debt Securities of
such series and the Senior Debt Securities Indenture as so modified by such amendment;


 


(b)       such
successor entity shall confirm in such amendment to the Senior Debt Securities Indenture that such successor entity will pay all
Additional Amounts, if any, payable pursuant to Section 10.04 in respect of all the Senior Debt Securities (subject to the exceptions
specified therein), provided, however, that for these purposes such successor entity’s country of organization will
be substituted for the United Kingdom in the definition of “Taxing Jurisdiction” , and provided further that such successor
entity will be entitled to redeem the Senior Debt Securities of a relevant series in the circumstances described in Section 11.08
with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations
(including any treaty) of the successor entity’s jurisdiction of organization which occurs after the date of assumption;


 


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


 


(d)       the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption
complies with this Article and that all conditions precedent herein provided for relating to such assumption have been complied
with.


 


Upon any such assumption, the successor
entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Senior Debt
Securities Indenture with respect to any such Senior Debt Securities with the same effect as if such successor entity had been
named as the Company in this Senior Debt Securities Indenture (provided, however, that the right of the successor to redeem
the Senior Debt Securities of the relevant series shall only apply with respect to any change or amendment to, or change in the
application or official interpretation of, the laws or regulations (including any treaty) of the successor’s jurisdiction
of incorporation which occurs after the date of assumption) and the Company or any legal and valid successor corporation which
shall theretofore have become such in the manner prescribed herein, shall be released from all liability as obligor upon any such
Senior Debt Securities except as provided in clause (a) of this Section 8.03.


 




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If the Company, in its capacity as a guarantor,
makes payment under the guarantee, the Company shall be required to pay all Additional Amounts, if any, payable pursuant to Section
10.04 in respect of the Senior Debt Securities (subject to the exceptions set forth therein), and shall also be required to pay
additional amounts with respect to any taxes required to be withheld by any Taxing Jurisdiction from any payment under such guarantee
(subject to the exceptions set forth in Section 10.04, with any necessary modifications) provided, however, that for purposes
of payment by the Company under the guarantee, the definition of “Taxing Jurisdiction” shall include the successor
entity’s country of organization and the United Kingdom, and provided further that such successor entity will be entitled
to redeem the Senior Debt Securities of a relevant series in the circumstances described in Section 11.08 if the Company needs
to pay additional amounts on payments under the guarantee as a result of any change or amendment to, or change in the application
or official interpretation of, the laws or regulations (including any treaty) of the United Kingdom or any political subdivision
thereof or therein having the power to tax of which occurs after the date of issuance of the relevant series of Senior Debt Securities.


 


Article
9

Supplemental Indentures


 


Section 9.01. Supplemental Indentures
without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:


 


(a)       to
evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of any
the Company herein and in the Senior Debt Securities;


 


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


 


(c)       to
add any additional Events of Default;


 


(d)       to
add to, change or eliminate any of the provisions of this Senior Debt Securities Indenture, or any supplemental indenture, provided
that any such change or elimination shall become effective only when there is no Senior Debt Security Outstanding of any series
created prior to the execution of such supplemental indenture effecting such change or elimination which is entitled to the benefit
of such provision, and adversely affected by such addition, change or elimination;


 




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(e)       to
secure the Senior Debt Securities;


 


(f)       to
establish the form or terms of Senior Debt Securities of any series as permitted by Sections 2.01 or 3.01;


 


(g)       to
change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained;


 


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


 


(i)       to
make any other provisions with respect to matters or questions arising under this Senior Debt Securities Indenture, provided
such action shall not adversely affect the interests of the Holders of Senior Debt Securities of any series in any material respect;


 


(j)       to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Debt Securities
of one or more series and to add to or change any of the provisions of this Senior Debt Securities Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b);


 


(k)       to
change or eliminate any provision of this Senior Debt Securities Indenture as permitted by Section 1.07; or


 


(l)with respect to any Senior Debt
Security (including a Global Security) issued on or after the date hereof, to amend any such Senior Debt Security to conform to
the description of the terms of such Senior Debt Security in the prospectus, prospectus supplement, product supplement, pricing
supplement or any other similar offering document related to the offering of such Senior Debt Security.


 


Section 9.02. Supplemental Indentures
with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding
Senior Debt Securities of each series affected by such supplemental Senior Debt Securities Indenture (voting as a class), by Act
of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Senior Debt Securities Indenture or of modifying in any manner the rights of the Holders
of Senior Debt Securities of such series under this Senior Debt Securities Indenture; provided, however, that no such supplemental
indenture may, without the consent of the Holder of each Outstanding Senior Debt Security affected thereby,


 




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(a)       change
the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Senior Debt Security, reduce
the principal amount thereof or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or reduce
the amount of principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity
thereof pursuant to Section 5.02, or change the obligation of the Company (or its successor) to pay Additional Amounts pursuant
to Section 10.04 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) on the Senior Debt Securities, or
the currency of payment of the principal amount of, premium, if any, or interest on, any such Senior Debt Security, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date); or


 


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


 


(c)       modify
any of the provisions of this Section 9.02 or Section 5.13 except to increase any such percentage or to provide that certain other
provisions of this Senior Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Senior Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(j), or


 


(d)       change
in any manner adverse to the interests of the Holders of any Senior Debt Securities the terms and conditions of the obligations
of the Company in respect of the due and punctual payment of any amounts due and payable on the Senior Debt Securities.


 


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


 




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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 modifications thereby of the trusts created by this Senior Debt Securities Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) 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 Senior Debt Securities Indenture and that such supplemental indenture
constitutes the legal, valid and binding obligation of the Company. The Trustee may, but shall not be obliged to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Senior Debt Securities
Indenture or otherwise.


 


Section 9.04. Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture under this Article, this Senior Debt Securities Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this Senior Debt Securities Indenture
for all purposes; and every Holder of Senior Debt Securities theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby, except as otherwise expressed therein.


 


Section 9.05. Conformity with Trust Indenture
Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture
Act as then in effect.


 


Section 9.06. Reference in Senior Debt
Securities to Supplemental Indentures. Senior Debt Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Senior Debt
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 such Senior Debt Securities may be authenticated and delivered by the Trustee in
exchange for Outstanding Senior Debt Securities of such series.


 


Article
10

Covenants


 


Section 10.01. Payment of Principal,
Premium, and Interest. The Company covenants and agrees for the benefit of each series of Senior Debt Securities that it will
duly and punctually pay the principal of (and premium, if any) and (subject to Section 3.07) interest, if any, on the Senior Debt
Securities of that series in accordance with the terms of the Senior Debt Securities and this Senior Debt Securities Indenture.
The Company shall deposit immediately available funds sufficient to pay principal and interest and any other amounts due with the
Paying Agent by 10:00 a.m. New York time on the payment date.


 




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Section 10.02. Maintenance of Office
or Agency. The Company will maintain in each Place of Payment for any series of Senior Debt Securities an office or agency
where Senior Debt Securities of that series may be presented or surrendered for payment, where Senior Debt 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 Senior Debt Securities of that series and this Senior Debt Securities Indenture may be served; provided, however, that
at the option of the Company in the case of definitive Senior Debt Securities of such series, payment of any interest thereon may
be made by check mailed to the address of the Person entitled herein as such address shall appear in the Senior Debt Security Register.
With respect to the Senior Debt Securities of any series, such office or agency in each Place of Payment shall be specified as
contemplated by Section 3.01, and if not so specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise
specified pursuant to Section 3.01, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency
where notices and demands to or upon the Company in respect of Senior Debt Securities of any series and this Senior Debt Securities
Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee. The Company hereby appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands.


 


The Company may also from time to time designate
one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York) where the Senior Debt Securities
of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company of any obligation to maintain
an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Senior Debt Securities of any
series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 


Section 10.03. Money for Payments to
be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Senior Debt Securities of any series,
it will, on or before each due date for payment of the principal of (and premium, if any) or interest, if any, on any of the Senior
Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to
pay the principal (and premium, if any) or interest, if any, 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 failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Senior Debt Securities, it will, prior to each due date for payment of the


 




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principal of (and premium, if any) or interest,
if any, on any Senior Debt Securities of that series deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or
its failure so to act. Unless otherwise specified as contemplated by Section 3.01, the Trustee shall be the Company’s Paying
Agent. The Company will cause each Paying Agent for any series of Senior Debt Securities other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:


 


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


 


(b)       give
the Trustee prompt notice of any default by the Company (or any other obligor upon the Senior Debt Securities of that series) in
the making of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Senior Debt Securities
of that series; and


 


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


 


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


 




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least 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 paid to the Company.


 


Section 10.04. Additional Amounts. Unless
otherwise specified in any Board Resolution establishing the terms of Senior Debt Securities of a series in accordance with Section
3.01, all amounts of principal, and premium, if any, and interest, if any, on any series of Senior Debt Securities will be paid
by the Company without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed
by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the
“Taxing Jurisdiction”), unless such deduction or withholding is required by law. If deduction or withholding
of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing
Jurisdiction, the Company will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and
interest, if any, on any series of Senior Debt Securities (“Additional Amounts”) as may be necessary in order
that the net amounts paid to the Holders of Senior Debt Securities of the particular series, after such deduction or withholding,
shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect
of such Senior Debt Securities had no such deduction or withholding been required; provided, however, that the foregoing
will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or
due but for the fact that:


 


(i)       the
Holder or the beneficial owner of the Senior Debt Security is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with
the Taxing Jurisdiction other than the holding or ownership of a Senior Debt Security, or the collection of any payment of (or
in respect of) principal of, premium, if any, or interest, if any, on any Senior Debt Security of the relevant series;


 


(ii)       except
in the case of a winding-up of the Company in the United Kingdom, the relevant Senior Debt Security is presented (where presentation
is required) for payment in the United Kingdom;


 


(iii)       the
relevant Senior Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment
became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional
Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period;


 




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(iv)       the
Holder or the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of)
principal of, premium, if any, or interest, if any, on such Senior Debt Security failed to comply with a request of the Company
or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence
or identity of the Holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement,
which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing
Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or


 


(v)       any
combination of subclauses (i) through (iv) above,


 


nor shall Additional Amounts be paid with
respect to the principal of, and premium or interest on, the Senior Debt Securities to any Holder who is a fiduciary or partnership
or settlor with respect to such fiduciary or a member of such partnership or other than the sole beneficial owner of such payment
to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes
of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who
would not have been entitled to such Additional Amounts, had it been the Holder.


 


Whenever in this Senior Debt Securities
Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, if any, on, or
in respect of, any Senior Debt Security of any series such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable)
were made in any provisions hereof where such express mention is not made.


 


In the event that any withholding or deduction
for or on account of any taxes is required, at least 10 days prior to each date of payment of principal of or interest on the relevant
series of Senior Debt Securities, or any other period of time as agreed between the Company and the Trustee and the Paying Agent,
if other than the Trustee, the Company will furnish to the Trustee and the Paying Agent, if other than the Trustee, an Officer’s
Certificate specifying the amount required to be withheld or deducted on such payments to such Holders, certifying that the Company
shall pay such amounts required to be withheld to the appropriate Taxing Jurisdiction and certifying to the fact that the Additional
Amounts will be payable and the amounts so payable to each Holder, and that the Company will pay to the Trustee or the Paying Agent
the Additional Amounts required to be paid; provided that no such Officer’s Certificate will be required prior to any date
of payment of principal of or interest on such Senior Debt


 




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Securities if there has been no change with
respect to the matters set forth in a prior Officer’s Certificate. The Trustee and Paying Agent may rely on the fact that
any Officer’s Certificate contemplated by this paragraph has not been furnished as evidence of the fact that no withholding
or deduction for or on account of any taxes is required.


 


Section 10.05. Corporate Existence. Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence.


 


Section 10.06. Statement as to Compliance.
The Company will deliver to the Trustee, (i) within 120 days after the end of each fiscal year and (ii) within 5 Business Days
of a written request from the Trustee, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.


 


Section 10.07. Original Issue Document.
The Company shall provide to the Trustee on a timely basis such information, if any, as the Trustee requires to enable the
Trustee to prepare and file any form required to be submitted by the Company with the Internal Revenue Service and the Holders
of the Senior Debt Securities relating to any original issue discount for U.S. federal income tax purposes.


 


Article
11

Redemption of Senior Debt Securities


 


Section 11.01. Applicability of Article.
Senior Debt Securities of any series shall be redeemable in accordance with their terms and (except as otherwise specified
pursuant to Section 3.01 for Senior Debt Securities of any series) in accordance with this Article 11.


 


Section 11.02. Election to Redeem; Notice
to Trustee. The election of the Company to redeem any Senior Debt Securities shall be evidenced by a Board Resolution. The
Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Senior Debt Securities of such series to
be redeemed and, if applicable, the tenor of the Senior Debt Securities to be redeemed. In the case of any redemption of Senior
Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in the terms of such
Senior Debt Securities or elsewhere in this Senior Debt Securities Indenture, the Company shall furnish the Trustee with respect
to such Senior Debt Securities with an Officer’s Certificate evidencing compliance with or waiver of such provision.


 


Section 11.03. Selection by Trustee of
Senior Debt Securities to be Redeemed. If fewer than all the Senior Debt Securities of any series are to be redeemed, the particular
Senior Debt Securities to be redeemed shall be selected


 




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not more than 60 days nor less than 30 days
prior to the Redemption Date by the Trustee, from the Outstanding Senior Debt Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Senior Debt Securities of that series or any multiple thereof) of
the principal amount of Senior Debt Securities of such series of a denomination larger than the minimum authorized denomination
for Senior Debt Securities of that series, all in accordance with the rules and regulations of the applicable clearing system.


 


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


 


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


 


Section 11.04. Notice of Redemption.
Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, notice of redemption
shall be given not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Senior Debt Securities to
be redeemed in the manner and to the extent provided in Section 1.06.


 


All notices of redemption shall state:


 


(a)       the
Redemption Date,


 


(b)       the
Redemption Price,


 


(c)       the
relevant Regular Record Date or Special Record Date,


 


(d)       if
fewer than all the Outstanding Senior Debt Securities of any series are to be redeemed, the principal amount of the Senior Debt
Securities to be redeemed,


 


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


 


(f)       the
place or places where such Senior Debt Securities are to be surrendered for payment of the Redemption Price, and


 


(g)       the
CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Senior Debt Securities.


 




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Notice of redemption of Senior Debt Securities
to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s Request, by the Trustee
in the name and at the expense of the Company, and the Company shall deliver an Officer’s Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such notice no less than 10 Business Days prior to the
date of the notice to Holders of Senior Debt Securities (unless a shorter notice shall be satisfactory to the Trustee).


 


Section 11.05. Deposit of Redemption
Price. On or prior to 10:00 a.m. New York time on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount
of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
but unpaid interest on, all the Senior Debt Securities which are to be redeemed on that date.


 


Section 11.06. Senior Debt Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Senior Debt Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Senior Debt Securities shall
cease to accrue interest. Upon surrender of any such Senior Debt Security for redemption in accordance with said notice, such Senior
Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest to the Redemption
Date; provided, however, that with respect to any Senior Debt Securities, unless otherwise specified as contemplated by
Section 3.01, a payment of interest which is payable on an Interest Payment Date which is the Redemption Date, shall be payable
to the Holders of such Senior Debt Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Date or Special Record Date according to the terms of the Senior Debt Securities and the provisions
of Section 3.07. Senior Debt Securities in definitive form shall be presented for redemption to the Paying Agent.


 


If any Senior Debt Security called for redemption
shall not be so paid upon surrender thereof for redemption, the Senior Debt Security shall, until paid, continue to accrue interest
from and after the Redemption Date in accordance with its terms and the provisions of Section 3.07.


 


Section 11.07. Senior Debt Securities
Redeemed in Part. Any Senior Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee), and
the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Senior Debt Security without service
charge, a new Senior Debt Security or Senior Debt Securities of the same series of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange


 




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for the unredeemed portion of the principal
of the Senior Debt Security so surrendered.


 


Section 11.08. Optional Redemption Due
to Changes in Tax Treatment. Subject to Section 11.01 and unless otherwise provided in the Senior Debt Securities of any series,
the Company will have the option to redeem the Senior Debt Securities of any series, as a whole but not in part, on not less than
30 nor more than 60 days’ notice, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount,
together with accrued but unpaid interest, if any, in respect of such series of Senior Debt Securities to the date fixed for redemption
(or, in the case of Original Issue Discount Securities, the accreted face amount thereof, together with accrued interest, if any),
if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing
Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation
of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable
on or after the issue date of the first tranche of Senior Debt Securities of any series:


 


(a)       in
making payment under the Senior Debt Securities the Company has or will or would on the next Interest Payment Date become obligated
to pay Additional Amounts;


 


(b)       the
payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as “a
distribution” within the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any
statutory modification or re-enactment thereof for the time being); or


 


(c)       on
the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the payment of interest in
computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).


 


In any case where the Company shall determine
that as a result of any change in the application or interpretation of any laws or regulations it is entitled to redeem the Senior
Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption
(i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory
to the Trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred
and that the Company is entitled to exercise its right of redemption; and (ii) an Officer’s Certificate, evidencing compliance
with such provisions and stating that it is entitled to redeem the Senior Debt Securities pursuant to the terms of the Senior Debt
Securities.


 




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


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 




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


 


	LLOYDS BANK PLC
	 
	By:	 
	 	Name:
	 	Title:

	 




 



     


     


    

	THE BANK OF NEW YORK MELLON, as Trustee
	 
	By:	 
	 	Name:
	 	Title: