Exhibit 4.1


 


XL GROUP LTD


 


as Issuer


 


[_________]


 


as Trustee


 


 



 


INDENTURE


 


Dated as of [______]


 





 



 


Senior Debt Securities


 




     


     


    

 


Reconciliation and tie between Trust Indenture Act of 1939 and Indenture.


 


	TRUST
    INDENTURE ACT SECTION	 	INDENTURE
    SECTION
	ss.310(a)	 	6.09
	(b)	 	6.08, 6.10
	(c)	 	Not Applicable
	ss.311(a)	 	6.13
	(b)	 	6.13
	(c)	 	Not Applicable
	ss.312(a)	 	7.01, 7.02(a)
	(b)	 	7.02(b)
	(c)	 	7.02(c)
	ss.313(a)	 	7.03(a)
	(b)	 	7.03(b)
	(c)	 	7.03(b)
	(d)	 	7.03(c)
	ss.314(a)	 	7.04
	(b)	 	Not Applicable
	(c)	 	1.02
	(d)	 	Not Applicable
	(e)	 	1.02
	(f)	 	Not Applicable
	ss.315(a)	 	6.01
	(b)	 	6.02, 7.03(b)
	(c)	 	6.01(b)
	(d)	 	6.01(c)
	(e)	 	5.14
	ss.316(a)(1)	 	5.12, 5.13
	(b)	 	5.08
	(c)	 	1.04(d)
	ss.317(a)(1)	 	5.03
	(b)	 	5.04
	(c)	 	10.03
	ss.318(a)	 	1.07


 


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


 




    	 	i	 



     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Compliance Certificates and Opinions	7
	Section 1.03	Form of Documents Delivered to Trustee	7
	Section 1.04	Acts of Holders	8
	Section 1.05	Notices, Etc., to Trustee and the Company	9
	Section 1.06	Notice to Holders; Waiver	9
	Section 1.07	Conflict with Trust Indenture Act	9
	Section 1.08	Effect of Headings and Table of Contents	9
	Section 1.09	Successors and Assigns	9
	Section 1.10	Separability Clause	9
	Section 1.11	Benefits of Indenture	10
	Section 1.12	Governing Law; Waiver of Jury Trial	10
	Section 1.13	Legal Holidays	10
	Section 1.14	References to Currency	10
	Section 1.15	Force Majeure	10
	Section 1.16	USA PATRIOT Act	10
	 	 	 
	ARTICLE II
	 
	SECURITY FORMS
	 	 	 
	Section 2.01	Forms Generally	11
	Section 2.02	Form of Trustee’s Certificate of Authentication	11
	Section 2.03	Securities Issuable in the Form of a Global Security	11
	 	 	 
	ARTICLE III
	 
	THE SECURITIES
	 	 	 
	Section 3.01	Amount Unlimited; Issuable in Series	13
	Section 3.02	Denominations	15
	Section 3.03	Execution, Authentication, Delivery and Dating	15
	Section 3.04	Temporary Securities	17
	Section 3.05	Registration, Registration of Transfer and Exchange	17
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	18
	Section 3.07	Payment of Interest; Interest Rights Preserved	19
	Section 3.08	Persons Deemed Owners	20
	Section 3.09	Cancellation	20


 




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	Section 3.10	Computation of Interest	20
	Section 3.11	CUSIP Numbers	21
	 	 	 
	ARTICLE IV
	 
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	21
	Section 4.02	Application of Trust Funds; Indemnification	22
	Section 4.03	Defeasance and Discharge of Indenture	23
	Section 4.04	Defeasance of Certain Obligations	24
	 	 	 
	ARTICLE V
	 
	REMEDIES
	 	 	 
	Section 5.01	Events of Default	25
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	26
	Section 5.03	Collection of Indebtedness and Suits For Enforcement By Trustee	27
	Section 5.04	Trustee May File Proofs of Claim	28
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	28
	Section 5.06	Application of Money Collected	29
	Section 5.07	Limitation on Suits	29
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	30
	Section 5.09	Restoration of Rights and Remedies	30
	Section 5.10	Rights and Remedies Cumulative	30
	Section 5.11	Delay or Omission Not Waiver	30
	Section 5.12	Control by Holders	30
	Section 5.13	Waiver of Past Defaults	31
	Section 5.14	Undertaking for Costs	31
	Section 5.15	Waiver of Stay or Extension Laws	31
	 	 	 
	ARTICLE VI
	 
	THE TRUSTEE
	 	 	 
	Section 6.01	Certain Duties and Responsibilities	32
	Section 6.02	Notice of Defaults	33
	Section 6.03	Certain Rights of Trustee	33
	Section 6.04	Not Responsible for Recitals or Issuance of Securities	35
	Section 6.05	May Hold Securities	35
	Section 6.06	Money Held in Trust	35
	Section 6.07	Compensation, Reimbursement and Indemnification	35
	Section 6.08	Disqualification; Conflicting Interests	36
	Section 6.09	Corporate Trustee Required; Eligibility	36
	Section 6.10	Resignation and Removal; Appointment of Successor	36


 




    	 	iii	 



     


    

 


	Section 6.11	Acceptance of Appointment by Successor	38
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	39
	Section 6.13	Preferential Collection of Claims Against Company	39
	 	 	 
	ARTICLE VII
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	39
	Section 7.02	Preservation of Information; Communications to Holders	40
	Section 7.03	Reports by Trustee	41
	Section 7.04	Reports	42
	 	 	 
	ARTICLE VIII
	 
	SUCCESSOR CORPORATION
	 	 	 
	Section 8.01	When Company May Consolidate, Amalgamate, Merge or Transfer Assets	42
	 	 	 
	ARTICLE IX
	 
	AMENDMENTS & SUPPLEMENTAL INDENTURES
	 	 	 
	Section 9.01	Amendments or Supplemental Indentures Without Consent of Holders	43
	Section 9.02	Amendments or Supplemental Indentures with Consent of Holders	44
	Section 9.03	Execution of Supplemental Indentures	45
	Section 9.04	Effect of Supplemental Indentures	45
	Section 9.05	Conformity with Trust Indenture Act	46
	Section 9.06	Reference in Securities to Supplemental Indentures	46
	 	 	 
	ARTICLE X
	 
	COVENANTS
	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	46
	Section 10.02	Maintenance of Office or Agency	46
	Section 10.03	Money for Securities; Payments to Be Held in Trust	46
	Section 10.04	Corporate Existence	48
	Section 10.05	Maintenance of Properties	48
	Section 10.06	Statement by Officers as to Default	48
	Section 10.07	Waiver of Certain Covenants	48
	Section 10.08	Calculation of Original Issue Discount	49
	 	 	 
	ARTICLE XI
	 
	REDEMPTION OF SECURITIES
	 	 	 
	Section 11.01	Applicability of Article	49


 




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	Section 11.02	Election to Redeem; Notice to Trustee	49
	Section 11.03	Selection by Trustee of Securities to Be Redeemed	49
	Section 11.04	Notice of Redemption	50
	Section 11.05	Deposit of Redemption Price	50
	Section 11.06	Securities Payable on Redemption Date	50
	Section 11.07	Securities Redeemed in Part	51
	 	 	 
	ARTICLE XII
	 
	SINKING FUNDS
	 	 	 
	Section 12.01	Applicability of Article	51
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	52
	Section 12.03	Redemption of Securities for Sinking Fund	52


 




    	 	v	 



     


    

 


INDENTURE, dated as of [_____], among XL Group
Ltd, a Bermuda exempted company (herein called the “Company” or the “Issuer”), having its
principal office at XL House, One Bermudiana Road, Hamilton, HM 08, Bermuda, and [______], as trustee hereunder (herein called
the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I



DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION


 


Section 1.01         Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


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


 


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


 


(5)         all
references used herein to the male gender shall include the female gender.


 




     


     


    

 


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


 


“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.


 


“Board of Directors” when
used with reference to the Company means either the board of directors of the Company or any duly authorized committee of such
board duly authorized to act hereunder.


 


“Board Resolution” means
a copy of a resolution, certified by the secretary or an assistant secretary of the Company, to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.


 


“Business Day” means, with
respect to any Securities, a day that in the City of New York or in any Place of Payment is not a day on which banking institutions
are authorized by law or regulation to close.


 


“Capital Stock” for any entity
means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) shares issued by that entity.


 


“Certificated Securities”
means Securities that are in registered definitive form.


 


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


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by (a) its chairman of the board, a vice chairman,
its president or a vice president, and (b) its treasurer, an assistant treasurer, its secretary or an assistant secretary, and
delivered to the Trustee.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any particular time the trust created by this Indenture shall be administered,
which office, at the time of the execution of this Indenture, is located at [______] or any successor Trustee as may be designated
in writing.


 


“Covenant Defeasance” has
the meaning specified in Section 4.04.


 




    	 	2	 



     


    

 


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


 


“Depositary” means, unless
otherwise specified by the Company pursuant to either Section 2.03 or 3.01, with respect to Securities of any series issuable or
issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation.


 


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


 


“Global Security” means a
Security issued to evidence all or a part of any series of Securities which is executed by the Company and authenticated and delivered
by the Trustee to the Depositary or its custodian or pursuant to the Depositary’s instruction, all in accordance with this
Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee.


 


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


 


“Holder Action” has the meaning
specified in Section 7.02(d).


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more amendments or indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 3.01.


 


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


 


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


 


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


 


“Mandatory Sinking Fund Payment”
has the meaning specified in Section 13.01.


 


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


 


“Officers’ Certificate”
means a certificate signed by the chairman of the board, the president or a vice president, and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary of the Company, and delivered to the Trustee.


 




    	 	3	 



     


    

 


“Opinion of Counsel” means
a written opinion of counsel in a form reasonably acceptable to the Trustee, who may be counsel for the Company and who shall be
acceptable to the Trustee.


 


“Optional Sinking Fund Payment”
has the meaning specified in Section 13.01.


 


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


 


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


 


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


 


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


 


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


 


provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor. In case of a dispute as to such right, any decision
by the Trustee shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for
the account of any of the above-described persons; and, subject to Section 6.01, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein


 




    	 	4	 



     


    

 


set forth and of the fact that all Securities not listed therein
are Outstanding for the purposes of any such determination.


 


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


 


“Person” means any individual,
corporation, exempted limited company, 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 Securities of any series, means the place or places where the principal of (and premium, if any) and interest
on the Securities of that series are payable as specified as contemplated by Section 3.01.


 


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


 


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


 


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


 


“Regular Record Date” for
the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.


 


“Responsible Officer” shall
mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.


 


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


 


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


 


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 




    	 	5	 



     


    

 


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


 


“Subsidiary” means, with
respect to any Person:


 


(1)         any
corporation or company a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is,
at the date of determination, directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries
of such Person or by such Person and one or more subsidiaries of such Person;


 


(2)         a
partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general partner of such partnership;
or


 


(3)         any
partnership, limited liability company or other Person in which such Person, a subsidiary of such Person or such Person and one
or more subsidiaries of such Person, directly or indirectly, at the date of determination, has (x) at least a majority ownership
interest or (y) the power to elect or appoint or direct the election or appointment of the managing partner or member of such Person
or, if applicable, a majority of the directors or other governing body of such Person.


 


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


 


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


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as to the timely payment of principal and interest as a full
faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company which is a member of the Federal
Reserve System and having a combined capital and surplus of at least $50,000,000 as custodian with respect to any such obligation
evidenced by such depository receipt or a specific payment of interest on or principal of any such obligation held by such custodian
for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the obligation set forth in (i) or (ii) above or the specific payment of interest on or principal of such obligation
evidenced by such depository receipt.


 




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Section 1.02         Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with and, where appropriate as to matters
of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need
be furnished.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall include:


 


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


 


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


 


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


 


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


 


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


 




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Section 1.04         Acts
of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders 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 received by the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 1.04.


 


(b)          The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may be proved
in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any reasonable manner which
the Trustee deems sufficient.


 


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


 


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


 


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


 




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Section 1.05         Notices,
Etc., to Trustee and the Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders
or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)         the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(including a facsimile transmission) to or with the Trustee at [______], Attention: [______], or


 


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


 


Section 1.06         Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice hereunder. In any case where notice to Holders 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 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 case 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 which is required or
deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision
shall control.


 


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 Indenture by the Company shall bind their successors and assigns, whether
so expressed or not.


 


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


 




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


 


Section 1.12         Governing
Law; Waiver of Jury Trial. This Indenture and the Securities shall be governed by and construed in accordance with the laws
of the State of New York, and for all purposes will be construed in accordance with the laws of said State without giving effect
to principles of conflicts of laws of such State.


 


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


 


Section 1.13         Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date,
or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.


 


Section 1.14         References
to Currency. All references in this Indenture to “dollars” or “$” are to the currency of the United
States of America.


 


Section 1.15         Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.


 


Section 1.16         USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 




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ARTICLE
II



SECURITY FORMS


 


Section 2.01         Forms
Generally. The Securities of each series shall be in substantially the forms established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution of the Company in accordance with Section 3.01, in each
case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture
and any indenture supplemental hereto, 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 the rules of any securities exchange or securities regulatory authority
or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of
such Securities.


 


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


 


Section 2.02         Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication required by this article
shall be in substantially the form set forth below:


 


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


 


	 	[______],
	 	as Trustee 
	 	 	 
	 	By:	 
	 	Authorized Signatory


 


Section 2.03         Securities
Issuable in the Form of a Global Security.


 


(a)          If
the Issuer shall establish pursuant to Sections 2.01 and 3.01 that the Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with
Section 3.03 and the Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities,
which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities
of such series to be represented by such Global Security or Securities, (ii) shall be registered in the name of the Depositary
for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or its custodian
or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “UNLESS
AND UNTIL IT IS


 




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EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II)
BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(b)          Notwithstanding
any other provision of this Section 2.03 or of Section 3.05, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not
in part and in the manner provided in Section 3.05, only to another nominee of the Depositary for such Global Security, or to a
successor Depositary for such Global Security selected or approved by the Issuer or to a nominee of such successor Depositary.


 


(c)         
(i) If at any time the Depositary for a Global Security notifies the Issuer that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Issuer shall
appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not
appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer
will execute a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global
Security, and the Trustee, upon receipt of such Company Order, will authenticate and deliver individual Securities of such series
of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security.


 


(ii)         If
an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse
of time or both would constitute an Event of Default with respect to the Securities represented by such Global Security, the Trustee,
upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security.


 


(iii)        If
specified by the Issuer pursuant to Section 3.01 with respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for


 




    	 	12	 



     


    

 


individual Securities of such series of like tenor and
terms in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer shall execute,
and the Trustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Security
or Securities of the same series of like tenor and terms in definitive form and of any authorized denomination of $2,000 and any
integral multiple of $1,000 in excess thereof as requested by such Person in aggregate principal amount equal to and in exchange
for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor
and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of individual Securities delivered to Holders thereof.


 


(iv)        In
any exchange provided for in any of the preceding three paragraphs, the Issuer will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized denominations of $2,000 and any integral multiple of
$1,000 in excess thereof. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled
by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section 2.03 shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names
such Securities are so registered.


 


ARTICLE
III



THE SECURITIES


 


Section 3.01         Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution of the Company and set forth in an Officers’ Certificate
of the Company, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,


 


(1)         any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.03, 3.04, 3.05, 3.06, 9.06 or 12.07);


 


(2)         the
issue price, expressed as a percentage of the aggregate principal amount;


 


(3)         the
date or dates on which the principal of the Securities of the series is payable;


 


(4)         the
rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such


 




    	 	13	 



     


    

 


interest shall be payable and the Regular Record Date for the interest
payable on the Interest Payment Date;


 


(5)         the
obligation, if any, of the Company to redeem, repay or repurchase 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 Securities of the series shall be redeemed, repaid or repurchased, in whole or in part, pursuant to such
obligation;


 


(6)         the
period of periods within which, the price or prices or ratios at which and the terms and conditions upon which Securities of the
series may be redeemed, converted or exchanged, in whole or in part;


 


(7)         if
other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities
of the series shall be issuable;


 


(8)         if
other than the full principal amount, the portion of the principal amount of Securities of the series which will be payable upon
declaration of acceleration or provable in bankruptcy;


 


(9)         any
events of default not set forth in this Indenture;


 


(10)       the
currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest,
if any, on such Securities shall be payable (if other than the currency of the United States of America), which unless otherwise
specified shall be the currency of the United States of America as at the time of payment is legal tender for payment of public
or private debts;


 


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


 


(12)       whether
interest will be payable in cash or additional Securities at the Company’s or the Holders’ option and the terms and
conditions upon which the election may be made;


 


(13)       if
such Securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the
United States of America, the equivalent price in the currency of the United States of America for purposes of determining the
voting rights of Holders of such Securities as Outstanding Securities under this Indenture;


 


(14)       if
the amount of payments of principal of (and premium, if any), or portions thereof, or interest, if any, on such Securities may
be determined with reference to an index, formula or other method based on a coin or currency other than that in which such Securities
are stated to be payable, the manner in which such amounts shall be determined;


 




    	 	14	 



     


    

 


(15)       any
restrictive covenants or other material terms relating to the offered debt securities, which covenants and terms shall not be inconsistent
with the provisions of this Indenture;


 


(16)       whether
the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities;
and the Depositary for such Global Security or Securities;


 


(17)       any
listing of such Securities on any securities exchange;


 


(18)       additional
or alternative provisions, if any, related to defeasance and discharge of the offered debt securities;


 


(19)       the
applicability of any guarantees;


 


(20)       if
convertible or exchangeable for other securities, the terms on which such Securities are convertible or exchangeable, including
the initial conversion or exchange price, the conversion or exchange period, any events requiring an adjustment of the applicable
conversion or exchange price and any requirements relating to the reservation of securities for purposes of conversion in the case
of convertible securities;


 


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


 


(22)       each
initial Place of Payment; and


 


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


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers’ Certificate or in any such indenture supplemental hereto.


 


If any of the terms of the Securities of any
series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the Securities of any series.


 


Section 3.02         Denominations.
The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 3.03         Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the following
individuals: any member of its Board of Directors, its president, treasurer, any of its corporate secretaries, assistant secretary
or


 




    	 	15	 



     


    

 


any of its vice presidents. The signature of any of these individuals
on the Securities may be manual, facsimile or electronic (including “.pdf” format).


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee, in accordance
with the Company Order, shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, or by one or more indentures
supplemental hereto as provided by Section 9.01, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating,


 


(a)          that
such form has been established in conformity with the provisions of this Indenture;


 


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


 


(c)          that
such 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 legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general equity principles;


 


(d)          that
all laws and requirements in respect of the execution and delivery by the Company of the Securities have been complied with; and


 


(e)          the
items set forth in Section 1.02 hereof and such other matters as the Trustee may reasonably request.


 


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


 


Each Security shall be dated the date of its
authentication unless otherwise provided by the terms established and contemplated by Section 3.01.


 




    	 	16	 



     


    

 


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


 


Section 3.04         Temporary
Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are issued,
the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


 


Section 3.05         Registration,
Registration of Transfer and Exchange. The Company shall cause to be kept at one of its offices or agencies maintained pursuant
to Section 10.02 or at the office of the Security Registrar a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to Section 2.03 and to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee initially is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may act
as Security Registrar and may change or appoint a Security Registrar without prior notice to Holders or to the Trustee.


 


Subject to Section 2.03, upon surrender for
registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


 


Subject to Section 2.03, at the option of the
Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall


 




    	 	17	 



     


    

 


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


 


Subject to Section 2.03, all Securities issued
upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 2.03, 3.04, 9.06 or 12.07 not involving any transfer.


 


The Company shall not be required (i) to issue,
register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Securities of that series selected for redemption (under Section 12.03) and
ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


Each Holder of a Security agrees to indemnify
the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s
Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.


 


The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Security (including any transfers between or among depositary participants
or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


Neither the Trustee nor any agent shall have
any responsibility for any actions taken or not taken by the Depositary.


 


Section 3.06         Mutilated,
Destroyed, Lost and Stolen Securities. If there shall be delivered to the Company and the Trustee (i)(A) any mutilated Security
or (B) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as
may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a


 




    	 	18	 



     


    

 


bona fide purchaser, the Company shall execute and upon its written
request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such
mutilated Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


Upon the issuance of any new Security under
this Section 3.06, 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, which shall include any
attorney’s fees and expenses) connected therewith.


 


Every new Security of any series issued pursuant
to this Section 3.06 in lieu of any destroyed, lost or stolen Security or in exchange for such mutilated Security, shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.


 


The provisions of this Section 3.06 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


Section 3.07         Payment
of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest.


 


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


 


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


 




    	 	19	 



     


    

 


which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer
be payable pursuant to the following clause (2).


 


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


 


Subject to the foregoing provisions of this
Section 3.07, each Security lawfully delivered under this Indenture upon registration of transfer of or in exchange for or in lieu
of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 3.08         Persons
Deemed Owners. Subject to Section 2.03, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal
of (and premium, if any) and (subject to Section 3.07) interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected
by notice to the contrary.


 


Section 3.09         Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled
by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this
Section 3.09, except as expressly permitted by this Indenture. The Trustee shall dispose of cancelled Securities in accordance
with its customary procedures and deliver evidence of such destruction, at the request of, and at the expense of, the Company.


 


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


 




    	 	20	 



     


    

 


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


 


ARTICLE
IV



SATISFACTION AND DISCHARGE


 


Section 4.01         Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series
of Securities (except as to (i) any surviving rights of registration of transfer or exchange of Securities herein expressly provided
for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and
other rights, duties and obligations of the Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with
the Trustee, (iii) remaining obligations of the Company to make Mandatory Sinking Fund Payments and (iv) the rights, obligations
and immunities of the Trustee hereunder), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to any series of Securities, when:


 


(1) either


 


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


 


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


 


(i) have become due and
payable,


 


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


 


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


 


and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust (i) money in dollars in an amount (or if the Securities are
denominated in any currency other than dollars, an amount of the applicable currency), (ii) U.S.


 




    	 	21	 



     


    

 


Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment
referred to in this subparagraph, money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally
recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2) if all series of Securities are
being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07, and, if money shall have been deposited with
the Trustee pursuant to Subclause (1)(b) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the next to
last paragraph of Section 10.03, shall survive.


 


Section 4.02         Application
of Trust Funds; Indemnification. (a) Subject to the provisions of the next to last paragraph of Section 10.03, all money and
U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 and all money received by the Trustee
in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent), to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee or to make Mandatory
Sinking Fund Payments or analogous payments as contemplated by Section 4.03 or 4.04, but such money need not be segregated from
other funds except to the extent required by law.


 


(b)          The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Section 4.01, 4.03 or 4.04, or the interest and principal received in respect of such obligations
other than any payable by or on behalf of Holders.


 


(c)          The
Trustee shall deliver or pay to the Company from time to time upon Company Request, any U.S. Government Obligations or money held
by it as provided in Section 4.01, 4.03 or 4.04 which, in the opinion of a nationally recognized investment banking firm or firm
of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in
excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or
money were deposited or received.


 




    	 	22	 



     


    

 


Section 4.03         Defeasance
and Discharge of Indenture. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding
Securities on the 91st day after the date of the deposit referred to in subparagraph (d) of this Section 4.03, and the provisions
of this Indenture, as it relates to such Outstanding Securities, shall no longer be in effect (and the Trustee, at the expense
of the Company, shall at Company Request, execute proper instruments acknowledging the same), except as to:


 


(a)          the
rights of Holders of Securities to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal
of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities on
the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any Mandatory Sinking Fund
Payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this
Indenture and the Securities;


 


(b)          the
Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03; and


 


(c)          the
obligations of the Company to the Trustee under Section 6.07;


 


provided that the following conditions shall have been satisfied:


 


(d)          the
Company has or caused to be irrevocably deposited (except as provided in Section 4.02) with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (i) money in dollars
in an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), (ii)
U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment referred to in clause (A) or (B) of this subparagraph,
money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized investment banking firm
or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest
on the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or on the applicable
Redemption Date and (B) any Mandatory Sinking Fund Payments applicable to the Securities on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of the Securities;


 


(e)          such
deposit shall not cause the Trustee with respect to the Securities to have a conflicting interest for purposes of the Trust Indenture
Act with respect to the Securities;


 


(f)           such
deposit will not result in a breach or violation of, or constitute a default under, any applicable laws, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is bound;


 


(g)          no
Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall
have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;


 




    	 	23	 



     


    

 


(h)          the
Company has delivered to the Trustee an Officers’ Certificate as to solvency and the absence of any intent of preferring
the Holders over any other creditors of the Company; and


 


(i)           if
the deposit referred to in subparagraph (d) of this Section 4.03 is to be made on or prior to one year from the Stated Maturity
for payment of principal of the Outstanding Securities, the Company has delivered to the Trustee an Opinion of Counsel with no
material qualifications, or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the
Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not occurred.


 


Section 4.04         Defeasance
of Certain Obligations. If this Section 4.04 is specified to be applicable to Securities of any series, the Company may omit
to comply with any term, provision or condition set forth in the sections of this Indenture or such Security with respect to the
Securities of that series (“Covenant Defeasance”) if:


 


(1)         with
reference to this Section 4.04, the Company has deposited or caused to be irrevocably deposited with the Trustee as trust funds
in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series,
(i) money in dollars in an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable
currency), or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due date of any payment referred to in clause (A) or (B) of this
subparagraph money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized investment
banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any)
and interest on the Outstanding Securities of that series on the Stated Maturity of such principal or installment of principal
or interest and (B) any Mandatory Sinking Fund Payments or analogous payments applicable to Securities of such series on the day
on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities;


 


(2)         such
deposit shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest for purposes of
the Trust Indenture Act with respect to the Securities of any series;


 


(3)         such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(4)         the
Company has delivered to the Trustee an Officers’ Certificate as to solvency and the absence of any intent of preferring
the Holders over any other creditors of the Company;


 




    	 	24	 



     


    

 


(5)         if
the deposit referred to in subparagraph (1) of this Section 4.04 is to be made on or prior to one year from the Stated Maturity
for payment of principal of the Outstanding Securities, the Company has delivered to the Trustee an Opinion of Counsel with no
material qualifications, or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the
Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of
certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit and defeasance had not occurred; and


 


(6)         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this Section 4.04 have been complied with.


 


In the event the Company effects Covenant Defeasance
with respect to any Securities and such Securities are declared due and payable because of the occurrence of any Event of Default,
other than an Event of Default with respect to any covenant as to which there has been Covenant Defeasance, the U.S. Government
Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Securities at the time of the Stated Maturity
but may not be sufficient to pay amounts due on such Securities at the time of the acceleration resulting from such Event of Default.


 


ARTICLE
V



REMEDIES


 


Section 5.01         Events
of Default.


 


“Event of Default” (except
as otherwise specified or contemplated by Section 3.01 for Securities of any series) wherever used herein with respect to Securities
of any series, means any one of the following events:


 


(1)         default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default
for a period of 60 days;


 


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


 


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


 


(4)         default
in the performance, or breach, of any material covenant or warranty of the Company in this 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 or which has
expressly been included in this Indenture solely for the benefit of series of Securities other than that series) and continuance
of such for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or
to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities, a written notice


 




    	 	25	 



     


    

 


specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;


 


(5)         the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging
the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under any applicable law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days;


 


(6)         the
commencement by the Company of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
a decree or order for relief in respect of the Company, as the case may be, in an involuntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company of any substantial part of its property, or the making by it
of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as
they become due and its willingness to have a case commenced against it or to seek an order for relief under any applicable bankruptcy,
insolvency or other similar law or the taking of corporate action by the Company in furtherance of any such action; or


 


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


 


Section 5.02         Acceleration
of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default resulting from bankruptcy, insolvency
or reorganization) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare
the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount
(or specified amount) shall become immediately due and payable.


 


In the case of an Event of Default resulting
from bankruptcy, insolvency or reorganization, which occurs and is continuing with respect to Securities of any series at the time
Outstanding, then all unpaid principal of and accrued interest on all such Outstanding Securities


 




    	 	26	 



     


    

 


of that series shall become immediately due and payable without
any notice or other action on the part of the Trustee or the Holders of any Securities of such series.


 


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


 


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


 


(a)          all
overdue interest (including Defaulted Interest) on all Securities of that series,


 


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


 


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


 


(d)          all
sums paid or advanced by the Trustee and any predecessor Trustee hereunder and all sums due the Trustee and any predecessor Trustee
under Section 6.07; and


 


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


 


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


 


Section 5.03         Collection
of Indebtedness and Suits For Enforcement By Trustee. The Company covenants that if


 


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


 


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


 


the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium,
if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
(and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including all amounts due the
Trustee and any predecessor Trustee under Section 6.07.


 




    	 	27	 



     


    

 


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


 


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


 


Section 5.04         Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities 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 or interest) shall be entitled and empowered
by intervention in such proceeding or otherwise:


 


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


 


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


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee hereunder.


 


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


 


Section 5.05         Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by


 




    	 	28	 



     


    

 


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


 


Section 5.06         Application
of Money Collected. Any money collected by the Trustee pursuant to this article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any)
or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST: To the payment of all amounts
due the Trustee (including its agents and counsel) and each predecessor Trustee hereunder;


 


SECOND: To the payment of the amounts
then due and unpaid for principal of (and premium, if any) and interest on the 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 Securities for principal (and premium, if any) and interest, respectively; and


 


THIRD: To the Company.


 


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


 


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


 


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


 


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


 


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


 


(5)         no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders (it being further understood that the Trustee does not have an affirmative
duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain


 




    	 	29	 



     


    

 


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


 


Section 5.08         Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium,
if any) and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities expressed in such 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.


 


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


 


Section 5.10         Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders 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 Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
any acquiescence therein. Every right and remedy given by this article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 5.12         Control
by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series (or if more than one
series is affected thereby, of all series so affected, voting as a single class) shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:


 


(1)         such
direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be
unduly prejudicial to Holders not joining therein, and


 




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


 


Nothing in this Indenture shall impair the right
of the Trustee to take any other action which is not inconsistent with such direction.


 


Section 5.13         Waiver
of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and
its consequences, except a default


 


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


 


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


 


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


 


Section 5.14         Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and 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 5.14 shall not apply to
any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities 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 on any Securities on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).
This Section 5.14 shall be in lieu of Section 315(e) of the Trust Indenture Act and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act.


 


Section 5.15         Waiver
of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 




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ARTICLE
VI



THE TRUSTEE


 


Section 6.01         Certain
Duties and Responsibilities.


 


(a)          Except
during the continuance of an Event of Default with respect to the Securities of any series,


 


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


 


(2)         in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.


 


(b)          In
case an Event of Default has occurred with respect to Securities of any series and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture with respect to such series of Securities, and use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own
affairs.


 


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


 


(1)         this
subsection shall not be construed to limit the effect of Subsection (a) of this Section 6.01;


 


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


 


(3)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided
in Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(4)         no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any 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


 




    	 	32	 



     


    

 


repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 6.01.


 


Section 6.02         Notice
of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder actually known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of
(or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect
to Securities of such series, the Trustee shall be protected in withholding such notice if the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 5.01(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section 6.02, the
term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.


 


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


 


(a)          the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any Board Resolution, resolution,
Officers’ Certificate, certificate, statement, instrument, Opinion of Counsel, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;


 


(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 may be sufficiently evidenced by a Board Resolution;


 


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


 


(d)          the
Trustee may consult with counsel of its 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 Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity


 




    	 	33	 



     


    

 


satisfactory to it against any costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;


 


(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, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;


 


(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 or attorney appointed
with due care by it hereunder;


 


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


 


(i)           the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture;


 


(j)           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 each agent, custodian and other
Person employed to act hereunder;


 


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


 


(l)           the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


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


 




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(n)          the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


Section 6.04         Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section 6.05         May
Hold Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.12, may otherwise deal
with, and collect obligations owed to it by, the Company with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar 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 with
the Company.


 


Section 6.07         Compensation,
Reimbursement and Indemnification. The Company agrees:


 


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


 


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


 


(3)         to
indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its
duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder
or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except
to the extent any such loss, liability or expense is due to its own negligence or bad faith.


 


To ensure the performance of the obligations
of the Company hereunder, the Trustee shall have a senior claim to which the Securities are hereby made subordinate upon all property


 




    	 	35	 



     


    

 


and funds held or collected by the Trustee as such, except property
and funds held in trust for the payment of principal of, premium, if any, or interest on particular Securities.


 


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


 


The provisions of this Section 6.07 shall survive
the termination of this Indenture.


 


Section 6.08         Disqualification;
Conflicting Interests. The Trustee shall comply with the terms of Section 3.10(b) of the Trust Indenture Act.


 


Section 6.09         Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws
to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that guarantees the obligations
of the Trustee under this Indenture, such holding company’s parent shall have) a combined capital and surplus of at least
$50,000,000 subject to supervision or examination by federal or state authority. If such corporation or holding company parent
publishes reports of condition at least annually, pursuant to law or the requirements of said supervising or examining authority,
then for the purposes of this Section 6.09, the combined capital and surplus of such corporation or holding company parent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign immediately in the
manner and with the effect hereinafter specified in this article.


 


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 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, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. If the
acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the first sentence
of this subsection may be combined with the instrument called for by Section 6.11.


 


(c)          The
Trustee, upon 30 days’ notice, may be removed at any time with respect to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company.


 


(d)          If
an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving
of such notice of removal, the Trustee


 




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being removed may, at the expense of the Company, petition any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(e)          If
at any time:


 


(1)         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 Security for at least six months,


 


(2)         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 such Holder, or


 


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


 


then, in any such case, upon 30 day’s notice, (i) the Company
by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


(f)           The
Company also may remove the Trustee with or without cause if the Company so notifies the Trustee 30 days in advance and if no Default
occurs or is continuing during the 30-day period.


 


(g)          If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 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 Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the successor appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 




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(h)          The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office. The Trustee shall have no liability or responsibility for the actions or inaction of any successor
Trustee.


 


Section 6.11         Acceptance
of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee 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 the request of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts
of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.


 


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


 




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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.


 


Section 6.12         Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the
administration of this Indenture), shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this article, without the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 6.13         Preferential
Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities) the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A trustee who has resigned or been removed shall be subject to the Trust Indenture
Act Section 311(a) to the extent provided therein.


 


ARTICLE
VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01         Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee and Security
Registrar (if not the Trustee) with respect to the Securities of each series


 


(a)          semi-annually,
not more than 15 days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest
is not payable, not more than fifteen days after such semi-annual dates as may be specified by the Trustee, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or such semi-annual
date, as the case may be, 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;


 


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


 




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Section 7.02         Preservation
of Information; Communications to Holders.


 


(a)          The
Security Registrar shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained
in the most recent list furnished by the Company as provided in Section 7.01. The Trustee may destroy any list furnished to it
as provided in Section 7.01 upon receipt of a new list so furnished.


 


(b)          If
three or more Holders (herein referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application,
and such application states that the applicants’ desire to communicate with other Holders with respect to their rights under
this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election,
either


 


(i)          afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a), or


 


(ii)         inform
such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time
by the Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.


 


If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder whose
name and address appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a) a copy of the
form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee
of the material to be mailed and of payment by such requesting Holders, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interest of the Holders or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation
or duty to such applicants respecting their application.


 


(c)          Every
Holder of Securities, by receiving and holding the same, agrees with the Company, and the Trustee that none of the Company, the
Trustee or any agent thereof shall be held accountable by reason of the disclosure of any such information as to the names and


 




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addresses of the Holders in accordance with Section 7.02(b), regardless
of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 7.02(b).


 


(d)          Subject
to Sections 7.02(a), 7.02(b), 7.02(c) and 6.01, if the Company or any other person (other than the Trustee) shall desire to communicate
with Holders of Securities to solicit or obtain from them any proxy, consent, authorization, waiver, approval of a plan of reorganization,
arrangement or readjustment or other action (“Holder Action”), the Trustee shall have no duty to participate
in such communication or solicitation or the processing of responses in any manner except (i) to furnish the rules and regulations
and to perform the functions referred to in Section 1.04 and (ii) to receive (A) the instruments evidencing the Holder Action together
with (B) the Officers’ Certificate and Opinion of Counsel referred to below. The Company hereby covenants that any and all
communications and solicitations distributed by it in connection with any Holder Action will comply in all material respects with
applicable law, including, without limitation, applicable law concerning adequacy of disclosure. The Trustee shall have no responsibility
for the accuracy or completeness of any materials circulated to solicit any Holder Action or for any related communications or
for the compliance thereof with applicable law. No Holder Action shall become effective until the Trustee shall have received from
the Company or other person who solicited the Holder Action the instruments evidencing such Holder Action (x) (in the case of Holder
Action solicited by the Company or the representative of the Company’s estate if the Company is the debtor in any bankruptcy
or other insolvency proceeding) an Officers’ Certificate and (y) (in all cases) an Opinion of Counsel, each specifying the
Holder Action taken and stating that such Holder Action has been duly and validly taken in compliance with this Indenture in all
material respects. Such Officers’ Certificate, if any, shall also certify that (after giving effect to such Holder Action)
no Event of Default or event or condition which, with notice or lapse of time or both, would become an Event of Default has occurred
and is continuing or has not been waived.


 


(e)          The
Depositary may grant proxies and otherwise authorize its participants which own the Global Securities to give or take any Act which
a Holder is entitled to take under this Indenture; provided, however, that the Depositary has delivered a list of
such participants to the Trustee.


 


Section 7.03         Reports
by Trustee.


 


(a)          Within
60 days after September 30 of each year commencing with the first September 30 following the date of this Indenture, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of
such September 30, to the extent required by Section 3.13(a) of the Trust Indenture Act.


 


(b)          The
Trustee shall comply with Sections 3.13(b) and 3.13(c) of the Trust Indenture Act.


 


(c)          A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with the Commission and with
the Company. The Company will promptly notify the Trustee in writing when any Securities are listed on any stock exchange, or of
any delisting thereof.


 




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Section 7.04         Reports.


 


The Company shall:


 


(1)         file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (provided that availability of such reports on a website
maintained by the Commission shall be deemed to fulfill this requirement); or, if the Company is not required to file information,
documents or reports pursuant to either of said sections, then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 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; and


 


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


 


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 Officers’ Certificates).


 


ARTICLE
VIII



SUCCESSOR CORPORATION


 


Section 8.01         When
Company May Consolidate, Amalgamate, Merge or Transfer Assets. (a) The Company shall not (1) consolidate or amalgamate with
or merge with or into any other Person or convey, transfer, sell or lease its properties and assets substantially as an entirety
to any Person, (2) permit any Person to consolidate or amalgamate with or merge into the Company, or (3) permit any Person to convey,
transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Company, unless:


 


(i)          in
the case of (1) and (2) above, either (x) the Company shall be the surviving person or (y) the Person (if other than the Company)
formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance, transfer
or lease the properties and assets of the Company substantially as an entirety is an entity organized and existing under the laws
of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman
Islands, Bermuda or any country which is a


 




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member of the Organisation for Economic Co-operation and
Development or the European Union and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;


 


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


 


(iii)        the
Company shall have delivered to the Trustee an Officers’ Certificate stating that such consolidation, amalgamation, merger,
conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have
been satisfied.


 


(b)          The
successor Person formed by such consolidation or amalgamation or into which the Company is merged or the successor Person to which
such conveyance, transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter,
the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section
9.03, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor Person and such discharge and release of the Company.


 


ARTICLE
IX



AMENDMENTS & SUPPLEMENTAL INDENTURES


 


Section 9.01         Amendments
or Supplemental Indentures Without Consent of Holders. The Company, when authorized by Board Resolutions, and the Trustee,
at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture
or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not
materially and adversely affect the interests of the Holder:


 


(1)         to
cure any ambiguity, omission, defect or inconsistency;


 


(2)         to
make any modifications or amendments that do not, in the good faith opinion of the Company’s Board of Directors and the Trustee,
adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming
this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement)
pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders;


 


(3)         to
provide for the assumption of the Company’s obligations under this Indenture by a successor upon any merger, consolidation,
amalgamation or asset transfer as permitted by and in compliance with Article VIII of this Indenture;


 




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(4)         to
provide any security for or guarantees of the Securities;


 


(5)         to
add Events of Default with respect to the Securities;


 


(6)         to
add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company by this Indenture;


 


(7)         to
make any change necessary to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of
the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;


 


(8)         to
provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities;


 


(9)         to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;


 


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


 


(11)       to
establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


 


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


 


Section 9.02         Amendments
or Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all series affected by such amendment or supplement (taken
together as one class), the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time,
may amend or supplement this Indenture or the Securities. However, without the consent of each Holder affected, an amendment of
or a supplement to this Indenture or the Securities may not:


 


(1)         change
the Stated Maturity of the principal of, or premium, if any, or any installment of interest with respect to the Securities;


 


(2)         reduce
the principal amount of, or the rate of interest on, or any premium payable upon the redemption of, the Securities;


 


(3)         change
the currency of payment of principal of or interest on the Securities;


 




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(4)         change
the redemption provisions, if any, of any Securities in any manner adverse to the Holders of such Securities;


 


(5)         impair
the right to institute suit for the enforcement of any payment on or with respect to the Securities;


 


(6)         reduce
the above-stated percentage of Holders of the Securities of any series necessary to modify or amend this Indenture;


 


(7)         if
the Securities are convertible or exchangeable, adversely affect the right to convert or exchange the Securities in accordance
with the provisions of this Indenture;


 


(8)         modify
or change any provision of this Indenture or the related definitions affecting the ranking of the Securities in any manner which
adversely affects the Holders; or


 


(9)         modify
the foregoing requirements or reduce the percentage of Outstanding Securities necessary to waive any covenant or past default.


 


It shall not be necessary for any Act of the
Holders under this Section 9.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall
be sufficient if such Act approves the substance thereof.


 


After an amendment or supplemental indenture
under this Section 9.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment or supplemental
indenture.


 


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


 


Section 9.03         Execution
of Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this article if the amendment
contained therein does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee
may, but need not, sign such supplemental indenture. 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 Indenture, the Trustee shall receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that this Indenture
as amended by such supplemental indenture is the valid, binding and enforceable obligation of the Company in accordance with its
terms.


 


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


 




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


 


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


 


ARTICLE
X



COVENANTS


 


Section 10.01       Payment
of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture. At the option of the Company, payment of principal (and premium, if any) and interest
may be made by wire transfer or (subject to collection) by check mailed to the address of the Person entitled thereto at such address
as shall appear in the Security Register.


 


Section 10.02       Maintenance
of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company hereby initially
appoints the Trustee its office or agency for each of said purposes. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.


 


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


 


Section 10.03       Money
for Securities; Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to
any series of Securities, it will, on or


 




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before each due date of the principal of (and premium, if any) or
interest on any of the 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 so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest 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 failure so
to act.


 


The Company will cause each Paying Agent for
any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will:


 


(1)         hold
all sums held by it for the payment on the principal of (and premium, if any) or interest on 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;


 


(2)         give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that series; and


 


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


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same 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 on any
Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security 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,


 




    	 	47	 



     


    

 


however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense of the Company cause to be mailed or published once, in a newspaper published
in the English language, customarily published on each Business Day and of general circulation in the City, County and State of
New York, 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 mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


The Company shall have no obligation to make
payment of principal of (or premium, if any) or interest on any Security in immediately available funds, except that if the Company
shall have received original payment for Securities in immediately available funds it shall make available immediately available
funds for payment of the principal of such Securities.


 


Section 10.04       Corporate
Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that
the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Holders.


 


Section 10.05       Maintenance
of Properties. The Company will use its reasonable efforts to cause all material properties used or useful in the conduct of
its business to be maintained and kept in good condition, repair and working order (subject to wear and tear) and supplied with
all necessary material equipment and will use its reasonable efforts to cause to be made all necessary material repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted at all times; provided, however,
that nothing in this Section 10.05 shall prevent the Company from discontinuing the operation or maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in
any material respect to the Holders.


 


Section 10.06       Statement
by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, a certificate of the principal executive officer, principal financial officer or principal
accounting officer of the Company stating whether or not to the best knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions of this Indenture, and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.


 


Section 10.07       Waiver
of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth
in this Article X if, before or after the time for such compliance, the Holders of at least a majority in principal amount of the
Outstanding Securities (taken together as one class) shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition; except to the extent so expressly waived, and, until such
waiver shall become


 




    	 	48	 



     


    

 


effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


Section 10.08       Calculation
of Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE
XI



REDEMPTION OF SECURITIES


 


Section 11.01       Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with
this article.


 


Section 11.02       Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least
45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed, such notice
to be accompanied by a written statement signed by an authorized officer of the Company stating that no defaults in the payment
of interest or Events of Default with respect to the Securities of that series have occurred (which have not been waived or cured).
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee an Officers’ Certificate evidencing
compliance with such restriction.


 


Section 11.03       Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, subject to
the customary procedures of the Depositary, and which may provide for the selection or redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of
such series of a denomination larger than the minimum authorized denomination for Securities of that series.


 


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


 




    	 	49	 



     


    

 


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


 


Section 11.04       Notice
of Redemption. The Company shall give a notice of redemption by first-class mail, postage prepaid, mailed not less than 45
nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the
Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice. Failure to give notice by mail, or any defect in the notice to any such Holder
in respect of any Security, shall not affect the validity of the proceedings for the redemption of any other Security.


 


All notices of redemption shall state:


 


(1)         the
Redemption Date,


 


(2)         the
Redemption Price and any accrued interest,


 


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


 


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


 


(5)         the
place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest,


 


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


 


(7)         the
CUSIP number and, if applicable, the ISIN number, of the Securities being redeemed.


 


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


 


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


 


Section 11.06       Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become


 




    	 	50	 



     


    

 


due and payable at the Redemption Price therein specified together
with accrued interest thereon, and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on the Redemption
Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.


 


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


 


The Trustee shall not redeem any Securities
of any series pursuant to this article (unless all Outstanding Securities of such series are to be redeemed) or mail or give any
notice of redemption of Securities during the continuance of an Event of Default hereunder known to the Trustee with respect to
such series, except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient
for such redemption. Except as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the continuance
of such Event of Default, be deemed to have been collected under Article V and held for the payment of all such Securities of such
series. In case such Event of Default shall have been waived as provided in Section 5.13 or the default cured on or before the
sixtieth day preceding the Redemption Date, such moneys shall thereafter be applied in accordance with the provisions of this article.


 


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


 


ARTICLE
XII



SINKING FUNDS


 


Section 12.01       Applicability
of Article. The provisions of this article shall be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.01 for Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,”
and any


 




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payment in excess of such minimum amount provided for by the terms
of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by
the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section
13.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of
Securities of such series.


 


Section 12.02       Satisfaction
of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as credit Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of permitted Optional Sinking Fund Payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series;
provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.03       Redemption
of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company (1) will deliver to the Trustee an Officers’ Certificate (A) stating that no defaults in the payment of interest
or Events of Default with respect to Securities of that series have occurred (which have not been waived or cured), (B) specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of Securities of that series, (C) stating
whether or not the Company intends to exercise its right, if any, to make an Optional Sinking Fund Payment with respect to such
series on the next ensuing sinking fund payment date and, if so, specifying the amount of such Optional Sinking Fund Payment and
(D) specifying the portion of such sinking fund payment, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 13.02 and (2) will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date, the
Trustee shall select the Securities of such series to be redeemed upon such sinking fund payment date in the manner specified in
Section 12.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 12.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 12.05, 12.06 and 12.07. Failure of the Company, on or before any such 60th day, to deliver such
Officers’ Certificate and Securities specified in this Section 13.03, if any, shall not constitute a default but shall constitute,
on and as of such date, the irrevocable election of the Company (a) that the Mandatory Sinking Fund Payment for such series due
on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities
of such series in respect thereof and (b) that the Company will make no Optional Sinking Fund Payment with respect to Securities
of such series as provided in this article.


 


The Trustee shall not redeem or cause to be
redeemed any Security of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation
of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default with
respect to such series except that, where the mailing of notice of


 




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redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default
or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default
or Event of Default, be deemed to have been collected under Article V and held for the payment of all such Securities of such series.
In case such Event of Default shall have been waived as provided in Section 5.13 or the default cured on or before the 60th day
preceding the sinking fund payment date, such moneys shall thereafter be applied on the next succeeding sinking fund payment date
in accordance with this Section 13.03 to the redemption of such Securities.


 


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.


 


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IN WITNESS WHEREOF, each party hereto has executed
this Indenture as of the day and year first before written.


 


	 	XL GROUP LTD
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	BY ITS LAWFULLY APPOINTED ATTORNEY
	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	IN THE PRESENCE OF
	 	 
	 	Witness
	 	 	 
	 	 
	 	Name:	 
	 	Address:	 
	 	 	 
	 	[______],
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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