Exhibit 4.1


 


Execution Version


 


 





 



 


BOSTON
SCIENTIFIC CORPORATION


 


AND


 


American
Medical Systems Europe B.V.,


 


as Issuer or Guarantor, as applicable, for each
series of Securities from time to time


 


AND


 


U.S.
Bank Trust Company, National Association,


 


as Trustee


 





 



 


Indenture


 


Dated as of March 8, 2022


 


DEBT SECURITIES


 





 



 







 



 






    


     


    

 


BOSTON
SCIENTIFIC CORPORATION


 


American
Medical Systems Europe B.V.


 


Reconciliation and tie between Trust Indenture
Act

of 1939 and Indenture, dated as of March 8, 2022


 


	 Trust Indenture 

    Act Section
	 
	Indenture Section



 


	Sec.   	310(a)(1)	607
	 	(a)(2)	607
	 	(b)	608
	Sec.	312(c)	701
	Sec.	314(a)	703
	 	(a)(4)	1004
	 	(c)(1)	102
	 	(c)(2)	102
	 	(e)	102
	Sec.	315(b)	601
	Sec.	316(a)(last	 
	 	sentence)	101 (“Outstanding”)
	 	(a)(1)(A)	502, 512
	 	(a)(1)(B)	513
	 	(b)	508
	 	(c)	104(c)
	Sec.	317(a)(1)	503
	 	(a)(2)	504
	 	(b)	1003
	Sec.	318(a)	111


 





 






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


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 


	PARTIES	1



 


	RECITALS	1






 



	Article One
	 
	DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION
	 
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	12
	Section 103.	Form of Documents Delivered to Trustee	13
	Section 104.	Acts of Holders	13
	Section 105.	Notices, etc. to Trustee and Company, any Issuer
    and any Guarantor	14
	Section 106.	Notice to Holders; Waiver	16
	Section 107.	Effect of Headings and Table of Contents	17
	Section 108.	Successors and Assigns	17
	Section 109.	Separability Clause	17
	Section 110.	Counterpart Originals	17
	Section 111.	Benefits of Indenture	17
	Section 112.	Governing Law	17
	Section 113.	Legal Holidays	18
	Section 114.	No Recourse	18
	Section 115.	Submission to Jurisdiction	18
	Section 116.	Dutch Law Power of Attorney	19
	Section 117.	Waiver of Immunity	19
	Section 118.	Judgment Currency	19
	Section 119.	Waiver of Jury Trial	19
	 	 	 
	Article Two
	 
	SECURITY
    FORMS
	Section 201.	Forms Generally	20
	Section 202.	Form of Trustee’s Certificate of Authentication;
    Form of Registrar’s Certificate of Authentication	20
	Section 203.	Securities Issuable in Global Form	21
	Section 204.	Additional Responsibilities of the Paying Agent Regarding
    Securities Issued in Global Form under the New Safekeeping Structure	22



 








 






Note: This table of contents shall
not, for any purpose, be deemed a part of the Indenture.


 






    i


     


    

 


	Article Three
	 
	THE
    SECURITIES
	 
	Section 301.	Amount Unlimited; Issuable in Series	23
	Section 302.	Denominations	28
	Section 303.	Execution, Authentication, Delivery and Dating	28
	Section 304.	Temporary Securities	31
	Section 305.	Registration, Registration of Transfer and Exchange	33
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	37
	Section 307.	Payment of Interest; Interest Rights Preserved; Optional
    Interest Reset	39
	Section 308.	Optional Extension of Stated Maturity	41
	Section 309.	Persons Deemed Owners	42
	Section 310.	Cancellation	43
	Section 311.	Computation of Interest	43
	Section 312.	Currency and Manner of Payments in Respect of Securities	43
	Section 313.	Appointment and Resignation of Successor Exchange Rate
    Agent	46
	 	 	 
	Article Four
	 
	SATISFACTION
    AND DISCHARGE
	 
	Section 401.	Satisfaction and Discharge of Indenture	47
	Section 402.	Application of Trust Money	48
	 	 	 
	Article Five
	 
	REMEDIES
	 
	Section 501.	Events of Default	49
	Section 502.	Acceleration of Maturity; Rescission and Annulment	50
	Section 503.	Collection of Indebtedness and Suits for Enforcement
    by Trustee	51
	Section 504.	Trustee May File Proofs of Claim	52
	Section 505.	Trustee May Enforce Claims Without Possession
    of Securities	52
	Section 506.	Application of Money Collected	53
	Section 507.	Limitation on Suits	53
	Section 508.	Unconditional Right of Holders to Receive Principal,
    Premium and Interest	54
	Section 509.	Restoration of Rights and Remedies	54
	Section 510.	Rights and Remedies Cumulative	54
	Section 511.	Delay or Omission Not Waiver	54
	Section 512.	Control by Holders	55
	Section 513.	Waiver of Past Defaults	55
	Section 514.	Waiver of Stay or Extension Laws	56



 






    ii


     


    

 


	Article Six
	 
	THE
    TRUSTEE
		 	 
	Section 601.	Notice of Defaults	56
	Section 602.	Certain Duties, Responsibilities and Rights of Trustee	56
	Section 603.	Trustee Not Responsible for Recitals or Issuance of
    Securities	59
	Section 604.	May Hold Securities	59
	Section 605.	Money Held in Trust	59
	Section 606.	Compensation and Reimbursement	60
	Section 607.	Corporate Trustee Required; Eligibility; Conflicting
    Interests; Disqualification	61
	Section 608.	Resignation and Removal; Appointment of Successor	61
	Section 609.	Acceptance of Appointment by Successor	62
	Section 610.	Merger, Conversion, Consolidation or Succession to
    Business	63
	Section 611.	Appointment of Authenticating Agent	64
	 	 	 
	Article Seven
	 
	HOLDERS’
    LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 
	Section 701.	Disclosure of Names and Addresses of Holders	65
	Section 702.	Reports by Trustee	66
	Section 703.	Reports by Company	66
	 	 	 
	Article Eight
	 
	CONSOLIDATION,
    MERGER, CONVEYANCE, TRANSFER OR LEASE
	 
	Section 801.	Company and Issuer May Consolidate, etc.,
    Only on Certain Terms	67
	Section 802.	Successor Person Substituted	68
	 	 	 
	Article Nine
	 
	SUPPLEMENTAL
    INDENTURES
	 
	Section 901.	Supplemental Indentures Without Consent of Holders	68
	Section 902.	Supplemental Indentures with Consent of Holders	70
	Section 903.	Execution of Supplemental Indentures	71
	Section 904.	Effect of Supplemental Indentures	71
	Section 905.	Conformity with Trust Indenture Act	71
	Section 906.	Reference in Securities to Supplemental Indentures	71
	Section 907.	Notice of Supplemental Indentures	72
	Section 908.	Effect on Senior Indebtedness	72



 






    iii


     


    

 


	Article Ten
	 
	COVENANTS
		 	 
	Section 1001.	Payment of Principal, Premium, if any, and Interest	72
	Section 1002.	Maintenance of Office or Agency	72
	Section 1003.	Money for Securities Payments to Be Held in Trust	74
	Section 1004.	Statement as to Compliance	75
	Section 1005.	Additional Amounts	75
	Section 1006.	Payment of Taxes and Other Claims	76
	Section 1007.	Maintenance of Principal Properties	76
	Section 1008.	Corporate Existence	77
	Section 1009.	Limitation on Liens	77
	Section 1010.	Waiver of Certain Covenants	78
	 	 	 
	Article Eleven
	 
	REDEMPTION
    OF SECURITIES
	 
	Section 1101.	Applicability of Article	78
	Section 1102.	Election to Redeem; Notice to Trustee	78
	Section 1103.	Selection by Trustee of Securities to Be Redeemed	79
	Section 1104.	Notice of Redemption	79
	Section 1105.	Deposit of Redemption Price	80
	Section 1106.	Securities Payable on Redemption Date	81
	Section 1107.	Securities Redeemed in Part	81
	Section 1108.	Optional Redemption Due to Changes in Tax Treatment	82
	 	 	 
	Article Twelve
	 
	SINKING
    FUNDS
	 
	Section 1201.	Applicability of Article	82
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	83
	Section 1203.	Redemption of Securities for Sinking Fund	83
	 	 	 
	Article Thirteen
	 
	REPAYMENT
    AT OPTION OF HOLDERS
	 
	Section 1301.	Applicability of Article	84
	Section 1302.	Repayment of Securities	84
	Section 1303.	Exercise of Option	84
	Section 1304.	When Securities Presented for Repayment Become Due
    and Payable	85
	Section 1305.	Securities Repaid in Part	86



 






    iv


     


    

 


	Article Fourteen
	 
	DEFEASANCE
    AND COVENANT DEFEASANCE
		 	 
	Section 1401.	Issuer’s Option to Effect Defeasance or Covenant
    Defeasance	86
	Section 1402.	Defeasance and Discharge	86
	Section 1403.	Covenant Defeasance	87
	Section 1404.	Conditions to Defeasance or Covenant Defeasance	87
	Section 1405.	Deposited Money and Government Obligations to Be Held
    in Trust; Other Miscellaneous Provisions	89
	Section 1406.	Reinstatement	90
	 	 	 
	Article Fifteen
	 
	MEETINGS
    OF HOLDERS OF SECURITIES
	 
	Section 1501.	Purposes for Which Meetings May Be Called	90
	Section 1502.	Call, Notice and Place of Meetings	90
	Section 1503.	Persons Entitled to Vote at Meetings	91
	Section 1504.	Quorum; Action	91
	Section 1505.	Determination of Voting Rights; Conduct and Adjournment
    of Meetings	92
	Section 1506.	Counting Votes and Recording Action of Meetings	93
	 	 	 
	Article Sixteen
	 
	SUBORDINATION
    OF SECURITIES AND GUARANTEES
	 
	Section 1601.	Agreement to Subordinate	93
	Section 1602.	Distribution on Dissolution, Liquidation and Reorganization;
    Subrogation of Securities	94
	Section 1603.	No Payment on Securities in Event of Default on Senior
    Indebtedness	96
	Section 1604.	Payments on Securities Permitted	96
	Section 1605.	Authorization of Holders to Trustee to Effect Subordination	96
	Section 1606.	Notices to Trustee	96
	Section 1607.	Trustee as Holder of Senior Indebtedness	97
	Section 1608.	Modifications of Terms of Senior Indebtedness	97
	Section 1609.	Reliance on Judicial Order or Certificate of Liquidating
    Agent	97
	Section 1610.	Satisfaction and Discharge; Defeasance and Covenant
    Defeasance	98
	 	 	 
	Article Seventeen
	 
	Guarantee
	Section 1701.	Guarantors’ Guarantee	98
	Section 1702.	Severability	99
	Section 1703.	Priority of Guarantee	99
	Section 1704.	Waiver by Guarantors	99
	Section 1705.	Limitation of Guarantors’ Liability	99
	Section 1706.	Subrogation	100
	Section 1707.	Reinstatement	100
	Section 1708.	Release of Guarantees	100
	Section 1709.	Benefits Acknowledged	100



 






    v


     


    

 


	Article Eighteen
	 
	IMMUNITY
    OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES
	 
	Section 1801.	Exemption from Individual Liability	101



 


	EXHIBIT A	FORMS OF CERTIFICATION
	EXHIBIT B	FORM OF SUPPLEMENTAL INDENTURE



 






    vi


     


    

 


INDENTURE, dated as of March 8,
2022, among Boston Scientific Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234,
American Medical Systems Europe B.V., incorporated as a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) in the Netherlands with its statutory seat in Amsterdam, the Netherlands, registered with the Dutch Chamber of
Commerce under number 34185686 and an indirect wholly owned subsidiary of the Company (herein called “AMS Europe”),
having its registered office at Vestastraat 6, 6468 EX Kerkrade, the Netherlands, each Issuer (as defined below) from time to time party
hereto, each Guarantor (as defined below) from time to time party hereto and U.S. Bank Trust Company, National Association, as Trustee
(herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company and AMS Europe have duly authorized
the execution and delivery of this Indenture to provide for the issuance from time to time of unsecured senior or subordinated debentures,
notes or other evidences of indebtedness (herein called the “Securities”) of the applicable Issuer, which may be convertible
into or exchangeable for any securities of any Person (including the Company or the Issuer), to be issued in one or more series as provided
in this Indenture.


 


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


 


All things necessary to make this Indenture a valid
agreement of the Company and AMS Europe, 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 any series thereof, as follows:


 


Article One


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.          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, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311,
shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;


 






    


     


    

 


(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 in the
United States at the date of such computation; and


 


(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.


 


Certain terms, used principally in Article Three,
are defined in that Article.


 


“Act”, when used with respect
to any Holder, has the meaning specified in Section 104.


 


“Additional Amounts” has the
meaning specified in Section 1005.


 


“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.


 


“Authenticating Agent” means
any Person appointed by the Trustee or Registrar, as applicable, to act on behalf of the Trustee or Registrar, as applicable, pursuant
to Section 611 to authenticate Securities.


 


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


 


“Bearer Security” means any Security
except a Registered Security.


 


“Board of Directors” means the
board of directors, board of managing directors, board of managers or equivalent (as applicable) of the Company, each Issuer or any Guarantor,
as the case may be, or any duly authorized committee of that Board of Directors.


 






    	 	2	 



     

    

 


“Board Resolution” means a copy
of a resolution certified by the Secretary, Corporate Secretary, Assistant Secretary, Managing Director, authorized signatory or manager
(as applicable) of the Company, any Issuer or any Guarantor, as the case may be, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day”, when used with
respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law or executive order
to close.


 


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


 


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


 


“Common Depositary” has the meaning
specified in Section 304.


 


“Common Safekeeper” means,
with respect to any Securities issued in global form under the New Safekeeping Structure, Euroclear, Clearstream or another Person designated
as Common Safekeeper by the ICSDs.


 


“Common Service Provider”
means, with respect to any Securities issued in global form under the New Safekeeping Structure, the entity appointed by the ICSDs
to service such Securities.


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company, an Issuer or any Guarantor by its Chief Executive
Officer, its President, any Vice President, its Treasurer, any Managing Director, its principal executive officer, its principal financial
officer or its principal accounting officer, and delivered to the Trustee or, in the case of Securities issued in global form under the
New Safekeeping Structure, the Trustee or the Security Registrar, as applicable.


 


“Consolidated Net Worth” means,
at any date, all amounts which would, in accordance with GAAP, be included under shareholders’ equity or classified as temporary
equity, as prescribed by the Financial Accounting Standards Board or by the Commission (i.e. contingent stock repurchase obligations),
on a consolidated balance sheet of the Company and its Subsidiaries as at such time, plus special charges (which would be designated
as merger-related charges and expenses in the notes to the Company’s audited annual consolidated financial statements) incurred
in merging of operations related to mergers and acquisitions.


 






    	 	3	 



     

    

 


“Consolidated Tangible Assets”
means, at any date, the Consolidated Total Assets minus (without duplication) the net book value of all assets which would be treated
as intangible assets, as determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Total Assets” means,
at any date, the net book value of all assets of the Company and its Subsidiaries as determined on a consolidated basis in accordance
with GAAP.


 


“Conversion Date” has the meaning
specified in Section 312(d).


 


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


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall principally be administered, which office
on the date of execution of this instrument is located at U.S. Bank Trust Company, National Association, Attention: Corporate Trust Services,
One Federal Street, 3rd Floor, Boston, MA 02110, or such other office or address as the Trustee may designate from time to
time by notice to the Company and the Issuer.


 


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


 


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


 


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


 


“Debt” means notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed.


 


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


 


“Defaulted Interest” has the
meaning specified in Section 307.


 


“Depositary” means, with respect
to Registered Securities of any series, for which the Company or Issuer shall determine that such Registered Securities will be issued
in permanent global form, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a
clearing agency under the Exchange Act, or other applicable statute or regulations, which in each case, shall be designated by the Company
pursuant to Section 301.


 






    	 	4	 



     

    

 


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


 


“Dollar Equivalent of the Currency Unit”
has the meaning specified in Section 312(g).


 


“Dollar Equivalent of the Foreign Currency”
has the meaning specified in Section 312(f).


 


“Election Date” has the meaning
specified in Section 312(h).


 


“Euro” means the basic unit of
currency among participating European Union countries, as revised or replaced from time to time.


 


“Euroclear” means Euroclear Bank
S.A./N.V. as operator of Euroclear System, and any successor thereto.


 


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


 


“European Union” means the European
Economic Community, the European Coal and Steel Community and the European Atomic Energy Community, as may be modified from time to time.


 


“Event of Default” has the meaning
specified in Section 501.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Date” has the meaning
specified in Section 304.


 


“Exchange Rate Agent” means,
with respect to Securities of or within any series, unless otherwise specified with respect to any Securities pursuant to Section 301,
a New York Clearing House bank, designated pursuant to Section 301 or Section 313.


 


“Exchange Rate Officer’s Certificate”
means a tested telex or a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign
Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable with respect
to a Security of any series on the basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a certificate)
by the Treasurer, any Vice President or any Managing Director of the Issuer or Guarantor.


 


“Federal Bankruptcy Code” means
the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.


 






    	 	5	 



     

    

 


“Foreign Currency” means any
Currency other than Currency of the United States.


 


“GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting profession in the United States, which are in effect on the
date of the applicable issuance of Securities hereunder, but without giving effect to Accounting Standards Update (ASU) No. 2016-02
and Accounting Standards Codification (ASC) 842 and related interpretations.


 


“Government Obligations” means,
unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities which are (i) direct
obligations of the government which issued the Currency in which the Securities of a particular series are payable or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which
the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case,
are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of
the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for
the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository
receipt.


 


“Guarantee” means the guarantee
by any Guarantor of an Issuer’s obligations under this Indenture.


 


“Guarantor” means, with respect
to any series of Securities, any Person that is party to this Indenture and designated as such with respect to such series in accordance
with this Indenture, which may include the Company, AMS Europe or any other Subsidiary of the Company, in all cases unless and until
such party shall have been released from its Guarantee pursuant to Section 1708 hereof.


 


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


 


“ICSDs” means Euroclear and Clearstream.


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture,
the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively and shall include the terms of particular series of Securities established as contemplated by Section 301; provided,
however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with
respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person
is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of
one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person,
as such Trustee, was not a party.


 






    	 	6	 



     

    

 


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


 


“interest”, when used with respect
to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity at
the rate prescribed in such Original Issue Discount Security, and, when used with respect to a Security which provides for the payment
of Additional Amounts pursuant to Section 1005, includes such Additional Amounts.


 


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


 


“Issuer” means, with respect
to any series of Securities, any Person that is party to this Indenture and designated as such with respect to such series in accordance
with this Indenture, which may include the Company, AMS Europe or any other Subsidiary of the Company.


 


“Judgment Currency” has the meaning
specified in Section 118.


 


“Lien” means any pledge, mortgage,
lien, charge, encumbrance or other security interest.


 


“Market Exchange Rate” means,
unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars
or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for
any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers
quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance
with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for
Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation
of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York
City, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason
of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident
issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities.


 






    	 	7	 



     

    

 


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


 


“New Safekeeping Structure” means
the structure under which Registered Securities in global form intended to be recognized as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem must be issued. Registered Securities in global form issued under the New Safekeeping
Structure must be registered in the name of a nominee of the Common Safekeeper and safekept by the Common Safekeeper.


 


“Officer’s Certificate”
means a certificate signed by the Chief Executive Officer, the President, a Vice President, the Treasurer, the Secretary, the Corporate
Secretary, an Assistant Secretary, a director, a Managing Director or a manager (as applicable) of the Company, an Issuer or a Guarantor,
as applicable, and delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Company, an Issuer or any Guarantor, including an employee of the Company, an
Issuer or any Guarantor, and who shall be reasonably acceptable to the Trustee.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502.


 


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


 






    	 	8	 



     

    

 


(iii)           Securities,
except to the extent provided in Sections 1402 and 1403, with respect to which the Company or an Issuer has effected defeasance and/or
covenant defeasance as provided in Article Fourteen; and


 


(iv)            Securities
which have been paid pursuant to Section 306 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 or an Issuer;


 


provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required
by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination
or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would
be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the
Dollar equivalent, determined as of the date such Security is originally issued by the Company or an Issuer as set forth in an Exchange
Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such
Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and
that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company,
an Issuer or any Guarantor or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation
or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which 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, an Issuer or any Guarantor or any other obligor upon the Securities
or any Affiliate of the Company or any such other obligor.


 






    	 	9	 



     

    

 


“Paying Agent” means any Person
(including the Company, an Issuer or a Guarantor acting as Paying Agent) authorized by the Issuer to pay the principal of (or premium,
if any) or interest, if any, on any Securities on behalf of such Issuer.


  


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


 


“Place of Payment” means, when
used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest,
if any, on such Securities are payable as specified as contemplated by Sections 301 and 1002.


 


“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 306 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains, as the case may be.


 


“Principal Property” means any
plant, warehouse, technology center or other property, together with the land upon which it is erected and fixtures comprising a part
thereof, owned by the Company and located in the United States, the gross book value (without deduction of any reserve for depreciation)
of which on the date as of which the determination is being made is an amount which exceeds 10% of Consolidated Net Worth, other than
any such plant, warehouse, technology center or other property or any portion thereof (together with the land upon which it is erected
and fixtures comprising a part thereof) which, in the opinion of the Board of Directors of the Company, is not of material importance
to the total business conducted by the Company and its Subsidiaries, taken as a whole.


 


“Receivables” means any accounts
receivable of any Person, including without limitation, any thereof constituting or evidenced by chattel paper, instruments or intangibles
(as defined in the Uniform Commercial Code of the State of New York), and all proceeds thereof and rights (contractual and other) and
collateral related thereto.


 


“Receivables Transaction” means
any transactions or series of related transactions providing for the financing of Receivables of the Company or any of its subsidiaries.


 


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


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified for that
purpose as contemplated by Section 301, which, if the Securities are to be issued in global form under the New Safekeeping Structure,
shall be the Business Day immediately preceding each interest payment date.


 






    	 	10	 



     

    




 


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


 


“Required Currency” has the meaning
specified in Section 118.


 


“Responsible Officer”, when used
with respect to the Trustee, shall mean any officer of the Trustee who is assigned by the Trustee and who has direct responsibility for
administration of this Indenture and, for purposes of Section 601 or subparagraph (3)(b) of the first paragraph of
Section 602 hereof, also includes any other officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.


 


“Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture;
provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities”
with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under this Indenture.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 305.


 


“Senior Indebtedness” means,
in respect of any Subordinating Party, the principal of (and premium, if any) and unpaid interest on indebtedness of such Subordinating
Party (including indebtedness of others guaranteed by such Subordinating Party), whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed, for money borrowed other than (a) any indebtedness of such Subordinating Party which when
incurred and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to
such Subordinating Party, (b) any indebtedness of such Subordinating Party to any of its subsidiaries, (c) indebtedness to
any employee of such Subordinating Party, (d) any liability for taxes and (e) Trade Payables, unless in the instrument creating
or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not senior or prior in right
of payment to the Securities or Guarantees thereof, and (f) renewals, extensions, modifications and refundings of any such indebtedness.
This definition may be modified or superceded by a supplemental indenture.


 


“Special Record Date” for the
payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant to
Section 307.


 


“Stated Maturity”, when used
with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or
a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308.


 






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“Subordinating Party” has the
meaning specified in Section 1601.


 


“Subsidiary” means any corporation
of which at the time of determination the Company, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of
the shares of Voting Stock.


 


“Trade Payables” means accounts
payable or any other indebtedness or monetary obligations to trade creditors created or assumed by the Company or any Subsidiary of the
Company in the ordinary course of business in connection with the obtaining of materials or services.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905.


 


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


 


“United States” means, unless
otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“Valuation Date” has the meaning
specified in Section 312(c).


 


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


 


“Voting Stock” means stock of
the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 


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


 


Section 102.         Compliance
Certificates and Opinions. Upon any application or request by the Company, an Issuer or any Guarantor to the Trustee to take any
action under any provision of this Indenture, the Company, such Issuer or such Guarantor, as applicable, shall furnish to the Trustee
an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be furnished.


 






    	 	12	 



     

    




 


Every certificate or opinion with respect to compliance
with a covenant or condition provided for in this Indenture (other than pursuant to Section 1004) shall include:


 


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


 


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


 


Section 103.         Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion as to some matters and one or
more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several
documents.


 


Any certificate or opinion of an officer of the
Company, an Issuer or any Guarantor, as applicable, 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 the matters upon which his or her certificate or opinion is based are erroneous. Any such
certificate 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, an Issuer, or such Guarantor, as applicable, stating that the information as to such factual
matters is in the possession of the Company, such Issuer or such Guarantor, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations as to such matters are erroneous.


 


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.


 






    	 	13	 



     

    

 


Section 104.         Acts
of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed
in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions
of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the applicable Issuer or applicable Guarantor. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee, the applicable Issuer and any applicable Guarantor, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in Section 1506.


 


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


 


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


 


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


 






    	 	14	 



     

    

 


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


 


(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, applicable Issuer or the applicable Guarantor
in reliance thereon, whether or not notation of such action is made upon such Security.


 


Section 105.         Notices, etc.
to Trustee and Company, any Issuer and any Guarantor. 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, any Issuer or any Guarantor shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Services, or


 


(2)            the
Company, any Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid or by overnight delivery service, to the Company, any
Issuer, or any Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture
or at any other address previously furnished in writing to the Trustee by the Company, such Issuer or such Guarantor.


 






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Section 106.         Notice
to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by an Issuer or the
Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually receives such notice. Notwithstanding anything to the
contrary contained herein, as long as any Securities are in permanent global form, notice to the Holders of such Securities may be made
electronically in accordance with the procedures of the Depositary (or, if applicable, the Common Safekeeper).


 


If by reason of the suspension of or irregularities
in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Registered
Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice
as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every purpose hereunder.


 


Except as otherwise expressly provided herein or
otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders
of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be specified in such Securities on a Business Day at least
twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving
of such notice. Any such notice shall be deemed to have been given on the date of the first such publication.


 


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


 


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


 


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


 






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Section 107.         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 108.         Successors
and Assigns. All covenants and agreements in this Indenture by the Company, any Issuer and any Guarantor shall bind their respective
successors and assigns, whether so expressed or not.


 


Section 109.         Separability
Clause. In case any provision in this Indenture or in any Security or coupon or any Guarantee shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 110.         Counterpart
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be deemed to be an original, but all
of them together represent the same agreement. The exchange of copies of this Indenture (and each amendment, modification and waiver
in respect thereof) and of signature pages by facsimile or electronic transmission (including .pdf file, .jpeg file or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, including Orbit, Adobe Sign, DocuSign, or any other similar platform identified
by the Company and reasonably available at no undue burden or expense to the Trustee) shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. Any electronically signed document
delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer
on behalf of the applicable Person.


 


Section 111.         Benefits
of Indenture. Nothing in this Indenture or in the Securities or coupons or any Guarantee, express or implied, shall give to any Person,
other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and
the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 112.         Governing
Law. THIS INDENTURE, THE SECURITIES AND THE COUPONS AND ANY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF
THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.


 






    	 	17	 



     

    

 


Section 113.         Legal
Holidays. In any case where any Interest Payment Date, Redemption Date, sinking fund payment date, Repayment Date or Stated Maturity
or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture
or of any Security or coupon other than a provision in the Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date or sinking fund payment date or Repayment Date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment
date, Repayment Date, Stated Maturity or Maturity, as the case may be.


 


Section 114.         No
Recourse. No recourse for the payment of the principal of or premium, if any, or interest on any Security or any coupons appertaining
thereto, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement
of the Company, any Issuer or any Guarantor in this Indenture or in any supplemental indenture, or in any Security or any coupons appertaining
thereto, or because of the creation of any indebtedness represented thereby, shall be had against any director, officer, employee, or
stockholder as such, past, present or future, of the Company, any Issuer or any Guarantor or any of their respective Affiliates or any
successor Person of the Company, any Issuer or any Guarantor, either directly or through the Company, any Issuer or any Guarantor or
any of their respective Affiliates or any successor Person, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.


 


Section 115.         Submission
to Jurisdiction. Each Issuer and each Guarantor not organized in the United States irrevocably appoints the Company as its agent to
receive service of process or other legal summons in any suit, action or proceeding with respect to this Indenture, the Securities and
the Guarantees and for actions brought under the United States federal or state securities laws brought in any United States federal or
state court located in the Borough of Manhattan in the County and City of New York. The Company, each Issuer and each Guarantor irrevocably
and unconditionally submit to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the County
and City of New York over any suit, action or proceeding arising out of or relating to this Indenture, the Securities or the Guarantees
and for actions brought under the United States federal or state securities laws. Service of any process, summons, notice or document
by registered mail addressed to the Company, each Issuer or any Guarantor at the address in Section 105 or in accordance with the
second preceding sentence shall be effective service of process against the Company, each Issuer or any Guarantor for any suit, action
or proceeding brought in any such court. Each Issuer and each Guarantor irrevocably and unconditionally waives any objection to the laying
of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been
brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive
and binding upon each Issuer and each Guarantor and may be enforced in any other courts to whose jurisdiction the Company or any Issuer
is or may be subject, by suit upon judgment and in accordance with applicable law. Each Issuer and each Guarantor further agrees that
nothing herein shall affect any Holder's right to effect service of process in any other manner permitted by law or bring a suit action
or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable
law.


 






    	 	18	 



     

    

 


Section 116.         Dutch
Law Power of Attorney. If AMS Europe is represented by (an) attorney(s) in
connection with the execution of this Indenture or any agreement or document pursuant hereto, and
the relevant power of attorney is expressed to be governed by Dutch law, such choice of law is hereby accepted by each of the parties
hereto, in accordance with Article 14 of the Hague Convention on the Law Applicable to Agency of 14 March 1978.


 


Section 117.         Waiver
of Immunity. To the extent that any Issuer and any Guarantor, or any of their respective properties, assets or revenues may have
or may hereafter become entitled to, or have attributed to such Person, any right of immunity, on the grounds of sovereignty or otherwise,
from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or
counterclaim, from the jurisdiction of any New York state or United States federal court, from service of process, from attachment upon
or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced,
with respect to the obligations and liabilities of such Person or any other matter under or arising out of or in connection with this
Indenture, such Person hereby irrevocably and unconditionally waives or will waive such right to the extent permitted by applicable law,
and agree not to plead or claim, any such immunity and consent to such relief and enforcement.


 


Section 118.         Judgment
Currency. Each of the Company, any Issuer and any Guarantor agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Required Currency could be purchased in The City of New York with the
Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is given and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a legal holiday
in The City of New York.


 


Section 119.         Waiver
of Jury Trial. EACH OF THE COMPANY, EACH ISSUER, EACH GUARANTOR, THE HOLDERS 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.


 






    	 	19	 



     

    

 


Article Two


 


SECURITY
FORMS


 


Section 201.         Forms
Generally. The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons,
shall be in substantially the forms as shall be established by, or pursuant to a Board Resolution or, subject to Section 303, set
forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers
executing such Securities or coupons, as evidenced by their execution of the Securities or coupons. If the forms of Securities or coupons
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 Corporate Secretary, Assistant Secretary or Managing Director of the Issuer, and delivered to the Trustee or, in the
case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text
of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.


 


Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons attached.


 


The Trustee’s certificate of authentication
on all Securities (other than those Securities authenticated by the Security Registrar, which certificate of authentication shall be substantially
in the form set forth in this Article) shall be in substantially the form set forth in this Article.


 


The definitive Securities and coupons, if any, shall
be printed, lithographed or engraved or produced by any combination of these methods 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 or coupons.


 


Section 202.         Form of
Trustee’s Certificate of Authentication; Form of Registrar’s Certificate of Authentication . Subject to Section 611,
the Trustee’s certificate of authentication shall be in substantially the following form:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated: ____________________


 






    	 	20	 



     

    

 


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


 


			U.S. BANK
                                                                         TRUST COMPANY, NATIONAL ASSOCIATION,
 as Trustee
	 	 	 
	 	 	By:	                         
	 	 	 	Authorized Signatory



 


Subject to Section 611, the Security Registrar’s
certificate of authentication shall be in substantially the following form:


 





			[INSERT
                                           NAME OF SECURITY REGISTRAR FOR APPLICABLE SERIES OF SECURITIES],

                                           as Security Registrar
	 	 	 
	 	 	By:	                         
	 	 	 	Authorized Signatory


 


The Common Safekeeper’s effectuation shall
be in substantially the following form:


 





			[INSERT NAME OF COMMON SAFEKEEPER FOR APPLICABLE SERIES OF
SECURITIES],

as Common Safekeeper
	 	 	 
	 	 	By:	                         
	 	 	 	Authorized Signatory


 


Section 203.         Securities
Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301,
then, notwithstanding clause (10) of Section 301, any such Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of
such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee or, in the case
of Securities issued in global form under the New Safekeeping Structure, as set forth in Section 204, in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee or, in the case
of Securities issued in global form under the New Safekeeping Structure, the Security Registrar pursuant to Section 303 or Section 304.
Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or, in the case of Securities issued
in global form under the New Safekeeping Structure, the Security Registrar shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer with
respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102
and need not be accompanied by an Opinion of Counsel.


 






    	 	21	 



     

    

 


The provisions of the last sentence of Section 303
shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the
Issuer delivers to the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar
the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.


 


Notwithstanding any provisions of Section 307
to the contrary, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest,
if any, on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 309
and except as provided in the preceding paragraph, the Company, the Issuer, the Trustee and any agent of the Company, the Issuer and the
Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in
the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in
the case of a permanent global Security in bearer form, Euroclear or Clearstream.


 


Section 204.         Additional
Responsibilities of the Paying Agent Regarding Securities Issued in Global Form under the New Safekeeping Structure. (a) The
Paying Agent will inform the ICSDs (through the Common Service Provider appointed by the ICSDs) to service the Securities issued in global
form under the New Safekeeping Structure of the initial issue outstanding amount (“IOA”) of such Securities on or prior to
the issue date applicable to such Securities.


 


(b)            If
any event occurs that requires a markup or markdown of the records that an ICSD holds for its customers to reflect such customers’
interest in any Security issued in the global form under the New Safekeeping Structure, the Paying Agent will promptly provide details
of the amount of such markup or markdown, together with a description of the event that requires it, to the ICSDs (through the Common
Service Provider) to ensure that the records of the ICSDs remain at all times accurate.


 






    	 	22	 



     

    

 


(c)            The
Paying Agent will, prior to each payment on any Security issued in global form under the New Safekeeping Structure, compare its records
of the IOA of any such Security with the information received from the ICSDs (through the Common Service Provider) with respect to the
records reflecting the IOA maintained by the ICSDs for such Security and will promptly inform the ICSDs (through the Common Service Provider)
of any discrepancies.


 


(d)            The
Paying Agent will promptly assist the ICSDs (through the Common Service Provider) in resolving any discrepancy identified in the records
reflecting the IOA of any Security issued in global form under the New Safekeeping Structure.


 


(e)            The
Paying Agent will promptly provide to the ICSDs (through the Common Service Provider) details of all amounts paid under any Security issued
in global form under the New Safekeeping Structure (or, where such Security provides for delivery of assets other than cash, of the assets
so delivered).


 


(f)            The
Paying Agent will promptly provide to the ICSDs (through the Common Service Provider) notice of any changes to any Security issued in
global form under the New Safekeeping Structure known to the Paying Agent that will affect the amount of, or date for, any payment due
under such Security issued in global form under the New Safekeeping Structure.


 


(g)            The
Paying Agent will promptly provide to the ICSDs (through the Common Service Provider) copies of all notices in its possession that are
given by or on behalf of the Issuer to the holders of any Security issued in the global form under the New Safekeeping Structure.


 


(h)            The
Paying Agent will promptly pass on to the Issuer all communications it receives from the ICSDs directly or through the Common Service
Provider relating to any Security issued in global form under the New Safekeeping Structure. Any such notice shall be deemed to have been
conclusively given by being sent to the Issuer in accordance with Section 105.


 


(i)            The
Paying Agent will promptly notify the ICSDs (through the Common Service Provider) of any failure by the Issuer to make any payment or
delivery due under any issuance of Securities issued global form under the New Safekeeping Structure when due.


 


(j)            Notwithstanding
anything to the contrary contained herein, the Paying Agent shall perform its duties under this Section 204 in accordance with the
applicable procedures agreed between the Paying Agent and the ICSDs.


 


Article Three


 


THE SECURITIES


 


Section 301.         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 subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen.


 






    	 	23	 



     

    

 


The Securities may be issued in one or more series.
There shall be established in one or more Board Resolutions of the Issuer or pursuant to authority granted by one or more Board Resolutions
of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate,
or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (1), (2) and (19) below), if so provided, may be determined
from time to time by the Issuer with respect to unissued Securities of the series and set forth in such Securities of the series when
issued from time to time):


 


(1)            The
form and title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities),
whether such Securities are senior or subordinated and the Issuer of such Securities;


 


(2)            any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);


 


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


 


(4)            the
price or prices at which the Securities are being offered or the method of determining those prices;


 


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


 


(6)            the
place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium,
if any) and interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered
for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified
in Section 106, the place or places where notices or demands to or upon the Issuer in respect of the Securities of the series and
this Indenture may be served;


 






    	 	24	 



     

    

 


(7)            the
period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Issuer or a Holder thereof, if the Issuer or such Holder is to
have that option;


 


(8)            whether
the Securities are guaranteed and, if so, the identity of the Guarantor(s), and any deletions from, modifications to, or additions to
such Guarantees, Events of Default or covenants with respect to such Guarantees;


 


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


 


(10)           if
other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denomination or denominations in which
any Registered Securities of the series shall be issuable and, if other than denominations of $5,000 and any integral multiples of $1,000
in excess thereof, the denomination or denominations in which any Bearer Securities of the series shall be issuable;


 


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


 


(12)          if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined;


 


(13)          if
other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the
series shall be payable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto
in accordance with, in addition to or in lieu of any of the provisions of Section 312;


 


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


 


(15)          whether
the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Issuer
or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods
within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency
in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of
Section 312;


 






    	 	25	 



     

    

 


(16)          the
designation of the initial Exchange Rate Agent, if any, or any depositaries;


 


(17)          the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition
to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;


 


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


 


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


 


(20)          whether
Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions
applicable to the offer, sale or delivery of Bearer Securities, whether such Securities of any series are to be issuable initially in
temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and,
if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other
than in the manner provided in Section 305, whether Registered Securities of the series may be exchanged for Bearer Securities of
the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such
exchanges may be made and if Securities of the series are to be issuable in global form, the identity and any temporary global security
representing Outstanding Securities of any initial depository therefor;


 


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


 


(22)          the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner
in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;


 






    	 	26	 



     

    

 


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


 


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


 


(25)          whether,
under what circumstances and the Currency in which the Issuer will pay Additional Amounts as contemplated by Section 1005 on the
Securities of the series to any Holder (including any modification to the definition of such term) in respect of any tax, assessment or
governmental charge and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);


 


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


 


(27)          whether
the Securities of such series or any Guarantees thereof are subject to subordination and the terms of such subordination;


 


(28)          if
the Securities of the series are to be listed on any exchange or automated quotation system or admitted to trading on any market;


 


(29)          whether
the Securities of the series are to be made eligible for any asset purchase or similar program as part of monetary policy measures implemented
by any central bank or similar institution; and


 


(30)          any
other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall
not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture).


 


All Securities of any one series and the coupons
appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as
to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or pursuant to authority granted by one
or more Board Resolutions (subject to Section 303) and set forth in such Officer’s Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened,
without the consent of the Holders, for issuances of additional Securities of such series.


 


If any of the terms of the series are established
by action taken pursuant to one or more Board Resolutions of the Issuer or pursuant to authority granted by one or more Board Resolutions,
such Board Resolutions shall be delivered to the Trustee at or prior to the issuance of the first Security of such series.


 






    	 	27	 



     

    

 


It is intended that any Securities issued in global
form under the New Safekeeping Structure will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue, or at any or all times during their life. Any such Securities will be issued in permanent
global form, without interest coupons, safekept by the Common Safekeeper, as common safe-keeper for the ICSD, duly executed by the Issuer,
authenticated by the Security Registrar and effectuated by the Common Safekeeper.


 


Section 302.         Denominations.
The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With
respect to Securities of any series denominated in Dollars, in the absence of any such provisions, the Registered Securities of such series,
other than Registered Securities issued in global form (which may be of any denomination), shall be issuable in minimum denominations
of $2,000 and any integral multiples of $1,000 in excess thereof and the Bearer Securities of such series, other than the Bearer Securities
issued in global form (which may be of any denomination), shall be issuable in the denomination of $5,000 and any integral multiples of
$1,000 in excess thereof.


 


Section 303.         Execution,
Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company
or any other Issuer, and any Guarantee (or notation thereof) shall be executed on behalf of the Guarantor, by its Chief Executive Officer,
its President, any Vice President, its Treasurer, any Managing Director, its principal executive officer, its principal financial officer,
its principal accounting officer, a director or manager (as applicable) attested by its Corporate Secretary, an Assistant Secretary or
a Managing Director. The signature of any of these officers on the Securities or coupons or any Guarantee (or notation thereof) may be
the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced
on the Securities or Guarantee (or notation thereof).


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Issuer may deliver Securities of any series together with any coupon appertaining thereto, executed
by the Issuer and any Guarantee executed by the Guarantor to the Trustee or, in the case of Securities issued in global form under the
New Safekeeping Structure, the Security Registrar for authentication, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security
Registrar, in accordance with such Company Order shall authenticate and deliver such Securities and, in the case of Securities issued
in global form under the New Safekeeping Structure, effectuated by the Common Safekeeper by the manual signature of an authorized signatory
thereof; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered
to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant
to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier
than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security
first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the
notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such
permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are
to be issued at one time and if the Board Resolution, Officer’s Certificate pursuant to a Board Resolution, or supplemental indenture
establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such
Securities and determining terms of particular Securities of such series such as interest rate, date of issuance and date from which interest
shall accrue.


 






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In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee or, in the case of Securities issued
in global form under the New Safekeeping Structure, the Security Registrar and the Trustee, shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel stating in effect (subject to customary exceptions):


 


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


 


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


 


(c)            that
such Securities, together with any coupons appertaining thereto, and the related Guarantees when completed by appropriate insertions and
executed and delivered by the Issuer and the Guarantor, as applicable, to the Trustee or, in the case of Securities issued in global form
under the New Safekeeping Structure, to the Security Registrar for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, by the Security Registrar
and effectuated by the Common Safekeeper by the signature of an authorized signatory thereof in accordance with this Indenture and issued
by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will be the legal, valid and binding obligations
of the Issuer and the Guarantor, as applicable, enforceable against the Issuer and the Guarantor, as applicable, in accordance with their
terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights generally (including without limitation on all laws relating to fraudulent transfers), to general principles of equity;


 






    	 	29	 



     

    

 


(d)            that
all laws and requirements in respect of the execution and delivery by the Issuer of such Securities, any coupons and of the supplemental
indentures, if any, and in respect of the execution and delivery by the Guarantor of the Guarantee, as applicable, have been complied
with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indenture,
if any, by the Trustee will not violate the terms of the Indenture;


 


(e)            that
the Issuer has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect
to such issuance and, if applicable, that the Guarantor has the corporate power to issue such Guarantee, and has duly taken all necessary
corporate action with respect to such issuance; and


 


(f)            that
the issuance of such Securities and any coupons will not contravene the articles of incorporation or by-laws (or similar organizational
documents) of the Issuer and, if applicable, that the issuance of the Guarantee will not contravene the articles of incorporation or by-laws
(or similar organizational documents) of the Guarantor, or result in any violation of any of the terms or provisions of any law or regulation
or of any indenture, mortgage or other agreement known to such Counsel by which the Issuer or Guarantor, as applicable, is bound.


 


Notwithstanding the provisions of Section 301
and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to
deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered
prior to or at the time of issuance of the first Security of such series.


 


The Trustee shall not be required to authenticate
and deliver any 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 Registered Security shall be dated the date
of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301.


 


No Security or coupon 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 duly executed by the Trustee or the Securities Registrar, as applicable, by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture.


 


Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security for
cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuer, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 






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Section 304.         Temporary
Securities. Pending the preparation of definitive Securities of any series, the Issuer may execute, and any Guarantor may execute
any Guarantee thereon, and upon Company Order the Trustee shall authenticate and deliver (or, in the case of temporary Securities issued
in global form under the New Safekeeping Structure, the Security Registrar shall authenticate and deliver and shall instruct the Common
Safekeeper to effectuate the temporary Securities and such temporary Securities shall have been effectuated by the Common Safekeeper),
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer
form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.


 


Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are
issued, the Issuer 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 Issuer in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Issuer shall execute and the Trustee shall authenticate and deliver (or, in the case
of temporary Securities issued in global form under the New Safekeeping Structure, the Security Registrar shall authenticate and deliver
and shall instruct the Common Safekeeper to effectuate the such Securities and such Securities shall have been effectuated by the Common
Safekeeper) in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and each
Guarantor shall execute a Guarantee thereof (or notation thereof), if applicable; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered
in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. 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.


 


If temporary Securities of any series are issued
in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the office of a depositary
or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts as they may direct) or, in the case of temporary Securities
issued in global form under the New Safekeeping Structure, be delivered to the Common Safekeeper for credit to the respective accounts
of the beneficial owners of such Securities (or to such other accounts as they may direct).


 






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Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”),
the Issuer shall deliver to the Trustee or, in the case of temporary Securities issued in global form under the New Safekeeping Structure,
to the Security Registrar definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global
Security, executed by the Issuer. On or after the Exchange Date such temporary global Security shall be surrendered by the Common Depositary
to the Trustee or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, to the Security Registrar,
as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without
charge and the Trustee shall authenticate and deliver or, in the case of temporary Securities issued in global form under the New Safekeeping
Structure, the Security Registrar shall authenticate and deliver and shall instruct the Common Safekeeper to effectuate, in exchange for
each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered
in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent
global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof
is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such
other form as may be established pursuant to Section 301); provided further that definitive Bearer Securities shall be delivered
in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303; and provided further
that in the case of temporary Securities issued in global form under the New Safekeeping Structure, the definitive Securities to be delivered
in exchange for any such temporary global Security shall be in permanent global registered form only.


 


Unless otherwise specified in such temporary global
Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream,
as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate
in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear
and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the
like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.
Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only
outside the United States.


 






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Until exchanged in full as hereinabove provided,
the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities
of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by
Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear
and Clearstream to the Trustee or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, by the
Common Safekeeper to the Security Registrar of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture
(or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such
Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, or, in the case of temporary Securities
issued in global form under the New Safekeeping Structure, to the Common Safekeeper a certificate dated no earlier than 15 days prior
to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in
such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and
of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series
and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or
deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest,
if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and
Clearstream or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, the Common Safekeeper,
and not paid as herein provided shall be returned to the Trustee or the Security Registrar, as applicable, immediately prior to the expiration
of two years after such Interest Payment Date in order to be repaid to the Issuer in accordance with (but otherwise subject to) Section 1003.


 


Section 305.         Registration,
Registration of Transfer and Exchange. The Issuer shall cause to be kept a register for each series of Securities issued by it (the
registers maintained being herein sometimes referred to collectively as the “Security Register”), in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Securities and of transfers
of Registered Securities; provided, however, that there shall be only one Security Register per series of Securities. The Security Register
shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times,
the Security Register shall be open to inspection by the Trustee. The Trustee or, in the case of Securities issued in global form under
the New Safekeeping Structure, such Person set forth in the Securities of the applicable series is hereby initially appointed as security
registrar (in each case, the “Security Registrar”) for the purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.


 






    	 	33	 



     

    

 



 


Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency in a Place of Payment for that series, the Issuer shall execute, and the Trustee
shall authenticate and deliver or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security
Registrar shall authenticate and deliver and the Common Safekeeper shall effectuate, in the name of the designated transferee, one or
more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor
and, if applicable, the Guarantor shall execute any Guarantee thereon.


 


At the option of the Holder, Registered Securities
of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate
principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver or, in the case of Securities
issued in global form under the New Safekeeping Structure, the Security Registrar shall authenticate and deliver and the Common Safekeeper
shall effectuate, the Registered Securities which the Holder making the exchange is entitled to receive and, if applicable, the Guarantor
shall execute any Guarantee thereon. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301,
Bearer Securities may not be issued in exchange for Registered Securities.


 


If (but only if) expressly permitted in or pursuant
to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officer’s Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment
in funds acceptable to the Issuer in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Issuer and the Trustee if there is furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security
of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of this Indenture.


 






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Whenever any Securities are so surrendered for exchange,
the Issuer shall execute, and if applicable, the Guarantor shall execute the Guarantee (or notation thereof), and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph.
If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series
and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay
but in any event not later than the earliest date on which such interest may be so exchanged, the Issuer shall deliver to the Trustee
or, in the case of Securities issued in global form under the New Safekeeping Structure, to the Security Registrar definitive Securities
in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security,
executed by the Issuer and, if applicable, the Guarantor. On or after the earliest date on which such interests may be so exchanged,
such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company
Order or, in the case of Securities issued in global form under the New Safekeeping Structure, by the Common Safekeeper with respect
thereto to the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar,
as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver or, in the case of Securities issued in global form under the New Safekeeping
Structure, the Security Registrar shall authenticate and deliver and the Common Safekeeper shall effectuate, in exchange for each portion
of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form
of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected
for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall
be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion
of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance
with the provisions of this Indenture.


 






    	 	35	 



     

    

 


All Securities and any Guarantees thereof issued
upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer and each Guarantor, as applicable,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and any Guarantee thereof surrendered
upon such registration of transfer or exchange.


 


Every Registered Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer, in form satisfactory to the Issuer 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 Issuer 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 304, 906, 1107 or 1305 not involving any transfer.


 


If at any time the Depositary or Common Safekeeper,
as applicable, for any permanent global Registered Securities of any series notifies the Issuer that it is unwilling or unable to continue
as Depositary or Common Safekeeper, as applicable, for such permanent global Registered Securities or if at any time the Depositary or
Common Safekeeper, as applicable, for such permanent global Registered Securities shall no longer be eligible under applicable law, the
Issuer shall appoint a successor Depositary or cause a new Common Safekeeper to be appointed, as applicable, eligible under applicable
law with respect to such permanent global Registered Securities. If a successor Depositary or Common Safekeeper, as applicable, eligible
under applicable law for such global Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives
such notice or becomes aware of such ineligibility, the Issuer, and if applicable, each Guarantor, will execute, and the Trustee, or,
in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar upon receipt of a Company
Order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver
and, in the case of Securities issued in global form under the New Safekeeping Structure, the Common Safekeeper shall effectuate such
definitive Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of such permanent global Registered Securities, in exchange for such permanent global Registered Securities.


 


The Issuer may at any time and in its sole discretion
determine that any permanent global Registered Securities of any series shall no longer be maintained in global form; provided that Securities
issued in global form under the New Safekeeping Structure must be maintained in global form. In such event the Issuer, and if applicable,
each Guarantor, will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Registered
Securities of such series and tenor, will authenticate and deliver, definitive Registered Securities of such series and tenor in any
authorized denominations, in an aggregate principal amount equal to the principal amount of such permanent global Registered Securities,
in exchange for such permanent global Registered Securities.


 






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The Issuer 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 selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business
on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing
of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor;
provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer
of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer that may be imposed under this Indenture with respect
to the Securities of any series pursuant to the terms thereof established as contemplated by Section 301 or under applicable law
with respect to any transfer of any interest in any such Security (including any transfers between or among any depositary (including
any Depositary or Common Depositary), or its nominee, as a Holder of a Security issued in global form, any participants in such depositary
or owners or holders of beneficial interests in any such 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 such Securities
if and as may be so established in respect of such Securities, and to examine the same to determine substantial compliance as to form
with the express requirements thereof.


 


Section 306.          Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered
to the Trustee or Security Registrar, the Issuer shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and
deliver or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar shall authenticate
and deliver and the Common Safekeeper shall effectuate in exchange therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security and, if applicable, each Guarantor shall execute any Guarantee thereon, or, in case any such mutilated Security
or coupon has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, with
coupons corresponding to the coupons, if any, appertaining to the surrendered Security, pay such Security or coupon.


 






    	 	37	 



     

    

 


If there shall be delivered to the Issuer and to
the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee
or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar that such Security or
coupon has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate, upon
receipt of a Company Order, and deliver or, in the case of Securities issued in global form under the New Safekeeping Structure, the
Security Registrar shall authenticate and deliver and the Common Safekeeper shall effectuate, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security for which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons
not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.


 


Notwithstanding the provisions of the previous two
paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable,
the Issuer in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining
to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed, lost or stolen coupon appertains,
pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the coupons appertaining thereto.


 


Upon the issuance of any new Security under this
Section, the Issuer 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 and Security Registrar, as applicable) connected
therewith.


 


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


 


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


 






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Section 307.          Payment
of Interest; Interest Rights Preserved; Optional Interest Reset. (a)  Except as otherwise specified with respect to a series
of Securities in accordance with the provisions of Section 301, interest, if any, on any Registered Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or
agency of the Issuer maintained for such purpose pursuant to Section 1002; provided, however, that each installment of interest,
if any, on any Registered Security may at the Issuer’s option be paid by (i) mailing a check for such interest, payable to
or upon the written order of the Person entitled thereto pursuant to Section 309, to the address of such Person as it appears on
the Security Register or (ii) transfer to an account maintained by the payee with a bank located in the United States.


 


Unless otherwise provided as contemplated by Section 301
with respect to the Securities of any series, payment of interest, if any, may be made, in the case of a Bearer Security, by transfer
to an account maintained by the payee with a bank located outside the United States.


 


Any interest on any Registered Security of any series
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date 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 and, if applicable,
interest on such defaulted interest (to the extent lawful) at the rate specified in the Securities of such series (such defaulted interest
and, if applicable, interest thereon herein collectively called “Defaulted Interest”) may be paid by the Issuer, at
its election in each case, as provided in clause (1) or (2) below:


 


(1)            The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Issuer
shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in
Section 106, 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 given, such Defaulted Interest shall be paid to the Persons in whose name the Registered
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).


 






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


 


(b)            The
provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Issuer on the
date or dates specified on the face of such Security (each an “Optional Reset Date”). The Issuer may exercise such
option with respect to such Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an
Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in
the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating
whether the Issuer has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions,
if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the
date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent
Interest Period.


 


Notwithstanding the foregoing, not later than 20 days
prior to the Optional Reset Date, the Issuer may, at its option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier
used to calculate such interest rate, if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable)
provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in
Section 106, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding
paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable).


 






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The Holder of any such Security will have the option
to elect repayment by the Issuer of the principal of such Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow
the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification
to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has
tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender
or repayment until the close of business on the tenth day before such Optional Reset Date.


 


Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 308.          Optional
Extension of Stated Maturity. The provisions of this Section 308 may be made applicable to any series of Securities pursuant
to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The
Stated Maturity of any Security of such series may be extended at the option of the Issuer for the period or periods specified on the
face of such Security (each an “Extension Period”) up to but not beyond the date set forth on the face of such Security.
The Issuer may exercise such option with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than
60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated
Maturity”). If the Issuer exercises such option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”)
indicating (i) the election of the Issuer to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest
rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon
the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except
as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal
of such Extension Notice.


 


Notwithstanding the foregoing, not later than 20 days
before the Original Stated Maturity of such Security, the Issuer may, at its option, revoke the interest rate provided for in the Extension
Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in
Section 106, notice of such higher interest rate to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher interest rate.


 


If the Issuer extends the Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the Issuer on the Original Stated Maturity at a price equal to
the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the
Issuer has extended the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day
before the Original Stated Maturity.


 






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Section 309.          Persons
Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Issuer, any Guarantor, if applicable,
the Trustee and any agent of the Issuer, any Guarantor, if applicable, or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Issuer, any Guarantor, the Trustee or any agent of the Issuer, any Guarantor or the Trustee shall
be affected by notice to the contrary.


 


Title to any Bearer Security and any coupons
appertaining thereto shall pass by delivery. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the bearer
of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue, and none of
the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


None of the Company, the Issuer, the Trustee, any
Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. The Issuer, the Trustee and the Securities Registrar shall be entitled to deal with
any depositary (including any Depositary or Common Depositary) or Common Safekeeper, and any nominee thereof, that is the Holder of any
such global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium,
if any, and interest and Additional Amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial
ownership interest in such global Security) as the sole Holder of such global Security and shall have no obligations to the beneficial
owners thereof. None of the Issuer, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability
for any acts or omissions of any such depositary with respect to such global Security, for the records of any such depositary, including
records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between such depositary
and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a
beneficial interest in such global Security or for any transfers of beneficial interests in any such global Security.


 


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


 






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Section 310.          Cancellation.
All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange
or for credit against any current or future sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee. All Securities and coupons so delivered to the Trustee shall be promptly cancelled by it (and, in the case of a Security
issued in global form under the New Safekeeping Structure, the Paying Agent shall direct the Common Safekeeper to cancel such Security).
The Company or any other Issuer may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company or any other Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Issuer has not
issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company or any other Issuer shall
so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented
by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and, if requested
by the Company or any other Issuer in writing, certification of their disposal delivered to the Company or such Issuer, unless by Company
Order the Company or such Issuer shall timely direct that cancelled Securities be returned to it.


 


Section 311.          Computation
of Interest. Except as otherwise specified as contemplated by Section 301 with respect to any Securities, interest, if any,
on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 312.          Currency
and Manner of Payments in Respect of Securities. (a)  With respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in
paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in
paragraph (d) below, payment of the principal of (and premium, if any) and interest, if any, on any Registered or Bearer
Security of such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to
Section 301.


 






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(b)            It
may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such
Registered Securities in any of the Currencies which may be designated for such election by delivering to the Trustee for such series
of Registered Securities a written election with signature guarantees and in the applicable form established pursuant to Section 301,
not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until
changed by such Holder or such transferee by written notice to the Trustee for such series of Registered Securities (but any such change
must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred or with respect to which an Issuer has deposited funds
pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been given by an Issuer or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Security who shall not
have delivered any such election to the Trustee for such series of Registered Securities not later than the close of business on the
applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 312(a).
The Trustee for such series of Registered Securities shall notify the Exchange Rate Agent as soon as practicable after the Election Date
of the aggregate principal amount of Registered Securities for which Holders have made such written election.


 


(c)            Unless
otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for
pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after
the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver to Issuer a written
notice specifying, in the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal
of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment date, specifying the amounts in
such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall
have elected to be paid in another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above
has been provided for pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date the Issuer will deliver to the Trustee for such
series of Registered Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign Currency payments to
be made on such payment date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency amount receivable
by Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined
by the Issuer on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the “Valuation Date”)
immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error.


 


(d)            If
a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant
to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of
(and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency occurring after
the last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of
payment for use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the
Issuer to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall
be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a
currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided
in paragraph (f) or (g) below.


 






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(e)            Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and
if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such
Holder shall receive payment in Dollars as provided in paragraph (d) above.


 


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


 


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


 


(h)            For
purposes of this Section 312, the following terms shall have the following meanings:


 


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


 


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


 






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“Election Date” shall
mean the date for any series of Registered Securities as specified pursuant to clause (15) of Section 301 by which the written
election referred to in Section 312(b) above may be made.


 


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


 


In the event that the Issuer determines in good
faith that a Conversion Event has occurred with respect to a Foreign Currency, the Issuer will immediately give written notice thereof
to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give
notice in the manner provided for in Section 106 to the affected Holders) specifying the Conversion Date. In the event the Issuer
so determines that a Conversion Event has occurred with respect to the Euro or any other currency unit in which Securities are denominated
or payable, the Issuer will immediately give written notice thereof to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the
Issuer determines in good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount
above has occurred, the Issuer will similarly give written notice to the Trustee of the appropriate series of Securities and the Exchange
Rate Agent. The Trustee of the appropriate series of Securities shall be fully justified and protected in relying and acting upon information
received by it from the Issuer and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy
or validity of such information independent of the Issuer or the Exchange Rate Agent.


 


Section 313.          Appointment
and Resignation of Successor Exchange Rate Agent. (a)  Unless otherwise specified pursuant to Section 301, if and so long
as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other
than Dollars, or so long as it is required under any other provision of this Indenture, then the Issuer will maintain with respect to
each such series of Securities, or as so required, at least one Exchange Rate Agent. The Issuer will cause the Exchange Rate Agent to
make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 301 for the purpose
of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable
payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 312.


 






    	 	46	 



     

    

 


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


 


(c)            If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause with respect to the Securities of one or more series, the Issuer, by or pursuant to a Board Resolution, shall
promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such
series and that, unless otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by the Issuer on the same date and that are initially denominated
and/or payable in the same Currency).


 


Article Four


 


SATISFACTION
AND DISCHARGE


 


Section 401.          Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities
of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Section 1005)
and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture
as to such series when


 


(1)            either


 


(A)            all
Securities of such series (and any related Guarantee) theretofore authenticated and delivered and all coupons, if any, appertaining thereto
(other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons of
such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as
provided in Section 1106, and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited
in trust with the Trustee or any Paying Agent or segregated and held in trust by the Issuer or any Guarantor and thereafter repaid to
the Issuer or such Guarantor or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 






    	 	47	 



     

    

 


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


 


(i)            have
become due and payable, or


 


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


 


(iii)          if
redeemable at the option of the Issuer, 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 Issuer,


 


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


 


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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Issuer to the Trustee under Section 606, the obligations of the Trustee to any Authenticating
Agent under Section 611 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, the next to the
last sentence of Section 1005, and the penultimate paragraph of Section 1405 shall survive.


 


Section 402.          Application
of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant
to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or the Guarantor acting as Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required
by law. Money so held in trust (i) is not subject to Article Sixteen and (ii) is subject to the Trustee’s rights
under Section 606.


 






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Article Five


 


REMEDIES


 


Section 501.          Events
of Default. “Event of Default”, wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


 


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


 


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


 


(3)            default
in the deposit of any sinking fund payment, when and as due by the terms of the Securities of that series and Article Twelve; or


 


(4)            default
in the performance, or breach, of any covenant or agreement of the Company, the applicable Issuer or an applicable Guarantor in this
Indenture which affects or is applicable to the Securities of that series (other than a default in the performance, or breach of a covenant
or agreement which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the applicable Issuer and any applicable Guarantor by the Trustee or
to the applicable Issuer, any applicable Guarantor and the Trustee by the Holders of at least 25% in principal amount of all Outstanding
Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


(5)            any
Guarantee of the Securities of that series ceases to be in full force and effect (other than in accordance with this Indenture, including
Article 17 hereof) or is determined in a judgment to be unenforceable or invalid or any such Guarantee of Securities is asserted
in writing by the applicable Issuer or the applicable Guarantor to no longer be in full force and effect and enforceable in accordance
with its terms; or


 


(6)            the
entry of a decree or order by a court having jurisdiction in the premises adjudging the applicable Issuer or an applicable Guarantor
as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the applicable Issuer or an applicable Guarantor under the Federal Bankruptcy Code or any other applicable federal or
state or foreign law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of
the applicable Issuer or an applicable Guarantor or of any substantial part of the property of the applicable Issuer or an applicable
Guarantor, or ordering the winding up or liquidation of the affairs of the applicable Issuer or an applicable Guarantor, and the continuance
of any such decree or order unstayed and in effect for a period of 90 consecutive days; or


 






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(7)            the
institution by the applicable Issuer or the applicable Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent
by either the applicable Issuer or an applicable Guarantor to the institution of bankruptcy or insolvency proceedings against the applicable
Issuer or an applicable Guarantor, or the filing by it of a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable federal or state or foreign law, or the consent by the applicable Issuer or an applicable
Guarantor, to the filing of any such petition or to the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the applicable Issuer or an applicable Guarantor or of any substantial part of either of its property,
or the making by either the applicable Issuer or an applicable Guarantor of an assignment for the benefit of creditors, or the admission
by either the applicable Issuer or an applicable Guarantor in writing of its inability to pay its debts generally as they become due;
or


 


(8)            any
other Event of Default provided pursuant to Section 301 or 901 with respect to Securities of that series.


 


No Event of Default with respect to a particular
series of Securities issued under this Indenture necessarily constitutes an Event of Default with respect to any other series of Securities
issued hereunder.


 


Section 502.          Acceleration
of Maturity; Rescission and Annulment. If an Event of Default described in clause (1), (2), (3), (4), (5) or (8) of
Section 501 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 or Indexed 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 Issuer and, if applicable, the Guarantor (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default specified in Sections
501(6) or 501(7) occurs and is continuing, then the principal amount of all the Securities then Outstanding (or, if any such
Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in
the terms of that series) shall ipso facto become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder.


 


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


 






    	 	50	 



     

    

 


(1)            the
Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)),


 


(A)            all
overdue interest, if any, on all Outstanding Securities of that series (or of all series, as the case may be) and any related coupons,


 


(B)            all
unpaid principal of (and premium, if any) any Outstanding Securities of that series (or of all series, as the case may be) which has
become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed
therefor in such Securities,


 


(C)            interest
on overdue interest, if any, at the rate or rates prescribed therefor in such Securities, and


 


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


 


(2)            all
Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non-payment of amounts
of principal of (or premium, if any, on) or interest on Securities of that series (or of all series, as the case may be) which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect
any subsequent default or impair any right consequent thereon.


 


Section 503.          Collection
of Indebtedness and Suits for Enforcement by Trustee. The Issuer and, if applicable, the Guarantor covenant that if


 


(1)            default
is made in the payment of any installment of interest on any Security and any related coupon 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 and such default continues for
a period of 5 Business Days,


 


then the Issuer or such Guarantor will, upon demand of the Trustee,
pay to the Trustee for the benefit of the Holders of such Securities and coupons, the whole amount then due and payable on such Securities
and coupons for principal (and premium, if any) and interest, if any, and 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 the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 






    	 	51	 



     

    

 


If the Issuer fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name 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 Issuer
or any other obligor upon such Securities, including any Guarantors, and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Issuer or any other obligor upon such Securities, including any Guarantors, wherever
situated.


 


Section 504.          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, the Issuer or any other obligor, including
any Guarantors, upon the Securities or the property of the Company or the Issuer 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 or the Issuer for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


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


 


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


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder 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 under Section 606.


 


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


 






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Section 506.          Application
of Money Collected. Any money collected by the Trustee pursuant to this Article and any money or other property distributable
in respect of the Company’s, an Issuer’s or Guarantor’s obligations under this Indenture after an Event of Default
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, if any, upon presentation of the Securities or coupons, or both, as the case may
be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First: To the payment of all amounts
due the Trustee (including any predecessor Trustee) under Section 606;


 


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


 


Third: To the payment of the balance,
if any, to the Person or Persons designated in writing by the applicable Issuer or Guarantor.


 


Section 507.          Limitation
on Suits. No Holder of any Security of any series or any related coupons 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 in the case of any Event of Default described
in clause (1), (2), (3), (4), (5) or (8) of Section 501, or, in the case of any Event of Default described in clause 
(6) or (7) of Section 501, the Holders of not less than 25% in principal amount of all Outstanding Securities, 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 reasonable 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
or more in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1),
(2), (3), (4), (5) or (8) of Section 501, or, in the case of any Event of Default described in clause (6) or
(7) of Section 501, by the Holders of a majority or more in principal amount of all Outstanding Securities;


 






    	 	53	 



     

    

 



 


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 Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2),
(3), (4), (5) or (8) of Section 501, or of Holders of all Securities in the case of any Event of Default described in
clause  (6) or (7) of Section 501, or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all
Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (3), (4), (5) or
(8) of Section 501, or of Holders of all Securities in the case of any Event of Default described in clause  (6) or
(7) of Section 501.


 


Section 508.     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, as provided herein (including, if applicable,
Article Fourteen) and in such Security, of the principal of (and premium, if any) and (subject to Section 307) interest, if
any, on, such Security or payment of such coupon on the respective Stated Maturities expressed in such Security or coupon (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 509.     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture,
the Securities or any Guarantee 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 Issuer, any Guarantor,
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 510.     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 511.     Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 






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Section 512.     Control
by Holders. With respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under clause (1), (2), (3), (4),
(5) or (8) of Section 501, and, with respect to all Securities, the Holders of not less than a majority in principal amount
of all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3),
(4), (5) or (8) of Section 501, provided that in each case


 


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


 


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


 


(3)            the
Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders of Securities
of such series not consenting (provided, that the Trustee shall not have an affirmative duty to determine whether such direction is prejudicial
to any Holder).


 


Section 513.     Waiver
of Past Defaults. Subject to Section 502, 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 described in clause (1),
(2), (3), (4), (5) or (8) of Section 501 (or, in the case of a default described in clause (6) or (7) of
Section 501, the Holders of not less than a majority in principal amount of all Outstanding Securities may waive any such past default),
and its consequences, except a default


 


(1)            in
respect of the payment of the principal of (or premium, if any) or interest, if any, on any Security or any related coupon, or


 


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


 


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


 






    	 	55	 



     

    

 


Section 514.     Waiver
of Stay or Extension Laws. The Issuer and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any 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 Issuer and
each Guarantor (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.


 


Article Six


 


THE TRUSTEE


 


Section 601.     Notice
of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder known to
a Responsible Officer of the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case
of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or in the payment
of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series and
any related coupons; and provided further that in the case of any Default of the character specified in Section 501(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.


 


Section 602.     Certain
Duties, Responsibilities and Rights of Trustee. Subject to the provisions of TIA Sections 315(a) through 315(d):


 


(1)            except
during the continuance of an Event of Default,


 


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



 


		(b)	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;



 






    	 	56	 



     

    

 


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


 


(3)            the
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that:


 


		(a)	this
                                            subparagraph (3) does not limit the effect of subparagraph (1) of this
                                            paragraph or the penultimate paragraph of this Section 602;



 


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



 


		(c)	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 the affected series 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;



 


(4)            the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, 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;


 


(5)            any
request or direction of the Company, any Issuer or Guarantor 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;


 


(6)            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 Officer’s Certificate;


 


(7)            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;


 






    	 	57	 



     

    

 


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


 


(9)            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 Issuer or any Guarantor, personally or by agent or attorney;


 


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


 


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


 


(12)          in
the event that the Trustee is also acting as Paying Agent, Security Registrar or in any other capacity hereunder, the rights, privileges,
protections, immunities and benefits afforded to the Trustee pursuant to this Article Six, including, without limitation, its right
to be indemnified, shall also be afforded to the Trustee in its capacity as such Paying Agent, Security Registrar or in such other capacity;


 


(13)          the
Trustee shall not be deemed to know or be charged with knowledge of any Default or Event of Default with respect to the Securities of
any series for which it is acting as Trustee unless a Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office of the Trustee and such notice references this Indenture and such Securities;


 


(14)          the
permissive rights of the Trustee to do things enumerated in this Agreement shall not be construed as a duty;


 


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


 






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(16)          the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of
any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or
military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software)
or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability
of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that the Trustee shall use its
best efforts to resume performance as soon as practicable under the circumstances.


 


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


 


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 602.


 


Section 603.     Trustee
Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except for the Trustee’s
certificates of authentication, and in any coupons shall be taken as the statements of the Company, each Issuer and any Guarantor, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company, each Issuer and any Guarantor are true and accurate,
subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuer of Securities or the proceeds thereof.


 


Section 604.     May Hold
Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of an Issuer or any
Guarantor or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the Issuer and any Guarantor with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 605.     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
Issuer or any Guarantor, as the case may be, or for the investment thereof.


 






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Section 606.     Compensation
and Reimbursement. The Issuer and any Guarantor, jointly and severally agree:


 


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


 


(2)            except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (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 gross negligence,
bad faith or willful misconduct; and


 


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


 


The obligations of the Issuer and any Guarantor
under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify
and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of
this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance
of such obligations of the Issuer and any Guarantor, the Trustee shall have a claim and lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on particular Securities or any coupons.


 


In addition to and without prejudice to its rights
hereunder, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or
(7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such 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 shall survive
the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal
of the Trustee.


 






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Section 607.     Corporate
Trustee Required; Eligibility; Conflicting Interests; Disqualification. There shall be at all times a Trustee hereunder which shall
be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.
If such Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial
or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of
such Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article. If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner
and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of
the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any
other series. Nothing contained herein shall prevent the Trustee from filing the application provided for in the second to last sentence
of Section 310(b) of the Trust Indenture Act.


 


Section 608.     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 609 and any and all amounts then due and owing to the Trustee hereunder have been paid in
full.


 


(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,
the Issuer and the Guarantor, as applicable. If the instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, or if the Trustee is removed
as hereinafter provided, the resigning or removed Trustee may petition, at the reasonable expense of the Issuer, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)            The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer and the Guarantor, as applicable.


 


(d)            If
at any time:


 


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


 


(2)            the
Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Issuer or by
any Holder who has been a bona fide Holder of a Security for at least six months, or


 


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


 






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


 


(e)            If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the applicable Issuers, by or pursuant to a Board Resolution or Officer’s
Certificate, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to the Securities of any particular series). If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the applicable Issuers and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the such Issuers. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the applicable
Issuers or the Holders and accepted appointment in the manner hereinafter provided, 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 or herself 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.


 


(f)            The
applicable Issuers 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 to the Holders of Securities of such series
in the manner provided for in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


Section 609.     Acceptance
of Appointment by Successor. 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 each Issuer 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 an Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to
its claim and lien provided for in Section 606.


 






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(a)            In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the applicable
Issuer, the applicable Guarantor, 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 an Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates, subject nevertheless to its claim and lien provided
for in Section 606. Whenever there is a successor Trustee with respect to one or more (but less than all) series of securities issued
pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the meanings specified in the provisos
to the respective definitions of those terms in Section 101 which contemplate such situation.


 


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


 


(c)            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 610.     Merger,
Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
Person succeeding to all or substantially all of the smallest unit of the corporate trust business of the Trustee which includes the
activities of the Trustee relating to this Indenture shall be the successor of the Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such Securities. In case any of the Securities shall not have
been authenticated by such predecessor Trustee, any successor Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.


 






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Section 611.     Appointment
of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such
instrument shall be promptly furnished to the applicable Issuer. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the applicable Issuer and shall at all times
be a corporation organized and doing business and in good standing under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.


 


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


 






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An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the applicable Issuer. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the applicable Issuer. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the applicable Issuer and shall
give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will
serve, in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 606.


 


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


 


Dated: ____________________


 


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


 


	 	U.S.
    Bank Trust Company, National Association,
	 	 
	 	as Trustee
	 	 
	 	 
	 	By:	
	 	as Authenticating
    Agent
	 	 
	 	By:	
	 	Authorized Officer




 


Article Seven


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.     Disclosure
of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company
or any other Issuer, the Guarantor, if applicable, and the Trustee that none of the Company or any other Issuer, the Guarantor, if applicable,
or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).


 






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Section 702.     Reports
by Trustee. Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a). The Issuer will promptly
notify the Trustee when Securities are listed on any stock exchange and of any delisting thereof.


 


A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange if any, upon which the Securities are listed and with
the Issuer.


 


Section 703.     Reports
by Company. The Company shall:


 


(1)            file
with the Trustee, within 15 days after the Company has filed 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 Exchange Act; or, if the Company is no longer required to file information, documents or reports pursuant
to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the 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;


 


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


 


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


 


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 Issuer’s or any Guarantor’s,
as the case may be, compliance by any Issuer or any Guarantor with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officer’s Certificates).


 






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Article Eight


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 801.     Company
and Issuer May Consolidate, etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into
any other Person or transfer all or substantially all of its property and assets as an entirety to any Person, unless:


 


(1)            either
the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the
Company is merged or to which all or substantially all of the properties and assets of the Company, as an entirety are transferred is
a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia that expressly assumes
all of the obligations of the Company, including any Guarantee obligations, under each series of Securities and this Indenture with respect
to each such series by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the Guarantee obligations and the performance of every covenant of this Indenture on the part of the Company, to be performed or observed;


 


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


 


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


 


(b) The Issuer shall not consolidate with or
merge into any other Person or transfer all or substantially all of its property and assets as an entirety to any Person, unless:


 


(1)            either
the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer
is merged or to which all or substantially all of the properties and assets of the Issuer, as an entirety are transferred is either the
Company or a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia or any
member country of the European Union that expressly assumes all of the obligations of the Issuer under each series of Securities and
this Indenture with respect to each such series by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance
of every covenant of this Indenture on the part of the Issuer, to be performed or observed;


 






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


 


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


 


Notwithstanding the foregoing, any Subsidiary may consolidate with,
merge with or into or transfer all or part of its properties and assets to the Company, or any other Subsidiary or Subsidiaries.


 


Section 802.     Successor
Person Substituted. Upon any consolidation by the Company or the Issuer, as applicable, with or merger by the Company or the Issuer,
as applicable, with or into any other Person or any conveyance, transfer or lease of the properties and assets of the Company or the
Issuer, as applicable, as an entirety or substantially as an entirety to any Person in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company or the Issuer, as applicable, is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, and be subject to every obligation
of, the Company or the Issuer, as applicable, under this Indenture with the same effect as if such successor Person had been named as
the Company or the Issuer, as applicable, herein, and in the event of any such conveyance or transfer, the Company (which term shall
for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person
which shall theretofore become such in the manner described in Section 801) or the Issuer (which term shall for this purpose mean
the Person named as the “Issuer” with respect to the relevant series of Securities or any successor Person which shall theretofore
become such in the manner described in Section 801), as applicable, except in the case of a lease, shall be discharged of all obligations
and covenants under this Indenture and the Securities and related Guarantees, as applicable, and the coupons and may be dissolved and
liquidated.


 


Article Nine


 


SUPPLEMENTAL
INDENTURES


 


Section 901.     Supplemental
Indentures Without Consent of Holders. Without the consent of any Holders, the Company, each applicable Issuer and each applicable
Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one
or more indentures supplemental hereto for any of the following purposes:


 


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


 






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


 


(3)            to
add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities,
stating that such Events of Default are being included solely for the benefit of such series); or


 


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


 


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


 


(6)            to
secure the Guarantees pursuant to the requirements of Section 1009 or otherwise or any Guarantee; or


 


(7)            to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or


 


(8)            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 609(b); or


 


(9)            to
close this Indenture with respect to the authentication and delivery of additional series of Securities; or


 


(10)          to
cure any ambiguity, defect or inconsistency; or


 


(11)          to
make any change that does not adversely affect the rights of any Holder, as certified to in an Officer’s Certificate; or


 


(12)          to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge
of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests
of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or


 






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(13)          to
add any Person as a party to this Indenture as an Issuer or a Guarantor for purposes of any one or more series of Securities; or


 


(14)          to
release any Guarantor from its Guarantee and its obligations under this Indenture in accordance with the terms of this Indenture; or


 


(15)          to
make the Securities of any series eligible for any asset purchase or similar program as part of monetary policy measures implemented
by any central bank or similar institution.


 


Any supplemental indenture pursuant to clause (13)
of this Section 901 may be substantially in the form set forth in Exhibit B.


 


Section 902.     Supplemental
Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of all Outstanding
Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company, the applicable Issuer, any applicable
Guarantor and the Trustee, the Company, the applicable Issuer and any applicable Guarantor when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying
in any manner the rights of the Holders of Securities of such series (and any related Guarantees) under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,


 


(1)            change
the Stated Maturity of the principal of (or premium, if any) or any installment of interest on any Security of such series, or reduce
the principal amount thereof (or premium, if any) or the rate of interest, if any, thereon, or change any obligation of an Issuer to
pay Additional Amounts contemplated by Section 1005 (except as contemplated by Section 801 and permitted by Section 901(1)),
or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504,
or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment
where, or the Currency in which, any Security of such series or any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the
option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert
or exchange any Security as may be provided pursuant to Section 301 herein, or


 






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(2)            reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults
applicable to such series hereunder and their consequences provided for in this Indenture, or reduce the requirements of Section 1504
for quorum or voting with respect to Securities of such series, or


 


(3)            release
any Guarantor from its obligation in respect of the Guarantee of such series of Securities affected or modify the Guarantee of such series
of Securities affected in any manner materially adverse to Holders of Securities of such series; or


 


(4)            modify
any of the provisions of this Section, Section 513 or Section 1010, except to increase any such percentage or to provide that
certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby.


 


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


 


Section 903.     Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise. A Guarantor shall not be required to be a party
to a supplemental indenture except to the extent such supplemental indenture relates to such Guarantor's obligations.


 


Section 904.     Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 905.     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 906.     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 an Issuer shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Trustee and such Issuer, to any such supplemental indenture may be prepared and executed by such
Issuer and any Guarantee thereon executed by the applicable Guarantor and authenticated and delivered by the Trustee or, in the case
of new Securities in global form under the New Safekeeping Structure, authenticated and delivered by the Security Registrar and effectuated
by the Common Safekeeper in exchange for Outstanding Securities of such series.


 






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Section 907.     Notice
of Supplemental Indentures. Promptly after the execution by the Company, an Issuer and/or any Guarantor, as applicable, and the Trustee
of any supplemental indenture pursuant to the provisions of Section 902, the Issuer shall give notice thereof to the Holders of
each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general terms the substance of such
supplemental indenture.


 


Section 908.     Effect
on Senior Indebtedness. No supplemental indenture shall adversely affect the rights of any holder of Senior Indebtedness under Article Sixteen
without the consent of such holder.


 


Article Ten


 


COVENANTS


 


Section 1001.     Payment
of Principal, Premium, if any, and Interest. Each Issuer covenants and agrees for the benefit of the Holders of each series of Securities
for which it is the Issuer and any related coupons that it will duly and punctually pay the principal of (and premium, if any) and interest,
if any, on the Securities of that series in accordance with the terms of the Securities, any coupons appertaining thereto and this Indenture.
The performance by the applicable Guarantor of the obligations of the applicable Issuer under this Section 1001 shall be deemed
to constitute performance thereof by such Issuer. Unless otherwise specified as contemplated by Section 301 with respect to any
series of Securities, any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature.


 


Section 1002.     Maintenance
of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Issuer thereof 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 payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or
upon such Issuer in respect of the Securities of that series and this Indenture may be served.


 


If Securities of a series are issuable as Bearer
Securities, the Issuer thereof will maintain (A) in The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Issuer thereof in
respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons
may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (B) subject
to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office
or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that,
if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so
require, the Issuer thereof will maintain a Paying Agent for the Securities of that series in any required city located outside the United
States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where
Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where
notices and demands to or upon such Issuer in respect of the Securities of that series and this Indenture may be served.


 






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The Issuer 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 Issuer shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related
coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Issuer hereby appoints
the same as its agents to receive such respective presentations, surrenders, notices and demands.


 


Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium, if any, or interest, if any, on Bearer Securities shall be made at any
office or agency of the Issuer in the United States or by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment
of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Issuer ’s
Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as
the case may be, at all offices or agencies outside the United States maintained for such purpose by the Issuer in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.


 


Each Issuer 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 any such designation; provided, however, that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities
of any series for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated
by Section 301 with respect to a series of Securities, each Issuer hereby designates as a Place of Payment for each series of Securities
the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate
Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands.


 






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Unless otherwise specified with respect to any Securities
pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars
or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture,
then each Issuer will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.


 


Section 1003.         Money
for Securities Payments to Be Held in Trust. If an Issuer or Guarantor shall at any time act as its own Paying Agent with respect
to any series of Securities and any related coupons, it will, on or before each due date of the principal of (or premium, if any) or
interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the principal of (or premium, if any) or interest, if any, on Securities of such series so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


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


 


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


 


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


 


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


 


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


 


The Company or any other Issuer or Guarantor, if
applicable, 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 any other Issuer or
such Guarantor, if applicable, or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums
were held by the Company or any other Issuer or such Guarantor, if applicable, or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.


 






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


 


Section 1004.         Statement
as to Compliance. The Company, each Issuer and each Guarantor, will deliver to the Trustee, within 120 days after the end of
each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company’s, such Issuer’s or such Guarantor’s, as applicable, compliance with all
conditions and covenants under this Indenture. For purposes of this Section 1004, such compliance shall be determined without regard
to any period of grace or requirement of notice under this Indenture.


 


Section 1005.         Additional
Amounts. If any Securities of a series provide for the payment of additional amounts to any Holder in respect of any tax, assessment
or governmental charge (“Additional Amounts”), the Issuer will pay to the Holder of any Security of such series or
any coupon appertaining thereto such Additional Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal (or premium, if any) or interest, if any, on, or in respect of, any
Security of a series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of a series,
such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established
pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.


 






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Except as otherwise specified as contemplated by
Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date
of payment of principal (or premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officer’s Certificate, the Issuer will furnish the Trustee and the Issuer’s principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment
of principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related
coupons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Issuer will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying
Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled
to (i) assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any)
or interest, if any, on any Securities of a series or related coupons until it shall have received a certificate advising otherwise and
(ii) to make all payments of principal of (and premium, if any) and interest, if any, on the Securities of a series or related coupons
without withholding or deductions until otherwise advised. The Company and the Guarantors jointly and severally covenant to indemnify
the Trustee, any Paying Agent, and their respective officers, directors, employees, and agents for, and to hold them harmless against,
any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section. The provisions
of the immediately preceding sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.


 


Section 1006.         Payment
of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(1) all material taxes, assessments and governmental charges levied or imposed upon the Company or upon the income, profits or property
of the Company, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien
upon any Principal Property of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.


 


Section 1007.         Maintenance
of Principal Properties. The Company will cause all Principal Properties to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent or restrict
the sale, abandonment or other disposition of any of such Principal Properties if such action is, in the judgment of the Company, desirable
in the conduct of the business (financial or otherwise) of the Company and its Subsidiaries as a whole and not disadvantageous in any
material respect to the Holders.


 






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Section 1008.         Corporate
Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the rights (charter and statutory) and franchises of the Company; provided, however, that
the Company shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole. Each Issuer and, subject to Article Seventeen,
each Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.


 


Section 1009.         Limitation
on Liens. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:


 


(a)           Liens
for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP;


 


(b)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings;


 


(c)           pledges
or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance arrangements;


 


(d)           deposits
to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(e)           easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Company or any of its Subsidiaries;


 


(f)            Liens
in existence on the date of the first issuance of Securities of such series issued pursuant to this Indenture; provided that no such
Lien is spread to cover any additional property after such date and that the amount of Debt secured thereby is not increased;


 


(g)           Liens
securing Debt of the Company and its Subsidiaries incurred to finance the acquisition of fixed or capital assets; provided that (i) such
Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not
at any time encumber any property other than the property financed by such Debt and (iii) the amount of Debt secured thereby is
not increased;


 






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(h)           Liens
on the property or assets of a corporation which becomes a Subsidiary after the date hereof; provided that (i) such Liens existed
at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread
to cover any property or assets or such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of
Debt secured thereby is not increased;


 


(i)            Liens
pursuant to any Receivables Transaction in an aggregate principal amount not to exceeding 20% of Consolidated Tangible Assets; and


 


(j)            Liens
(not otherwise permitted hereunder) (i) which secure obligations not exceeding (as to the Company and all Subsidiaries) the greater
of (x) $250,000,000 or (y) 20% of Consolidated Tangible Assets, in each case in aggregate amount at any time outstanding or
(ii) with respect to which the Company effectively provides that the Securities Outstanding hereunder are secured equally and ratably
with (or, at the option of the Company, prior to) the Debt secured by such Lien.


 


Section 1010.         Waiver
of Certain Covenants. The Company, the applicable Issuer or any applicable Guarantor may, with respect to any series of Securities,
omit in any particular instance to comply with any term, provision or condition which affects such series set forth in Sections 1006
to 1010, inclusive, or, as specified pursuant to Section 301(16) for Securities of such series, in any covenants of the Company,
the applicable Issuer or any applicable Guarantor, as applicable, added to Article Ten pursuant to Section 301(16) or Section 301(17)
in connection with Securities of such series, if the Holders of at least a majority in principal amount of all Outstanding Securities
affected by such term, provision or condition, by Act of such Holders, waive such compliance in such instance with such term, provision
or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company, the applicable Issuer or any applicable Guarantor and
the duties of the Trustee to Holders of Securities of such series in respect of any such term, provision or condition shall remain in
full force and effect.


 


Article Eleven


 


REDEMPTION
OF SECURITIES


 


Section 1101.         Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance
with this Article.


 


Section 1102.         Election
to Redeem; Notice to Trustee. The election of the Issuer to redeem any Securities shall be evidenced by or pursuant to a Board Resolution.
In case of any redemption at the election of the Issuer, the Issuer shall, at least 15 days prior to the Redemption Date fixed by
the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. 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 Issuer
shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.


 






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Section 1103.         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 lot or in the case of Securities in global form, pursuant to applicable Depositary
procedures; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed
to less than the minimum authorized denomination for Securities of such series established pursuant to Section 301.


 


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


 


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


 


Section 1104.         Notice
of Redemption. Except as otherwise specified as contemplated by Section 301 for Securities of any series, notice of redemption
shall be given in the manner provided for in Section 106 not less than 15 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed.


 


Except as otherwise specified as contemplated by
Section 301 for Securities of any series, all notices of redemption shall state:


 


(1)            the
Redemption Date;


 


(2)            the
Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot
be determined at the time the notice is given;


 


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


 


(5)            that
on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106
will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date;


 






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


 


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


 


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


 


(9)            if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption on such Redemption Date pursuant to Section 305
or otherwise, the last date, as determined by the Issuer, on which such exchanges may be made;


 


(10)          the
CUSIP, ISIN or other similar numbers, if any, assigned to such Securities; provided, however, that such notice may state that no
representation is made as to the correctness of CUSIP, ISIN or other similar numbers, in which case none of the Issuer, the Trustee
or any agent of the Issuer or the Trustee shall have any liability in respect of the use of any CUSIP, ISIN or other similar number
or numbers on such notices, and the redemption of such Securities shall not be affected by any defect in or omission of such numbers;


 


(11)          the
Euroclear or the Clearstream reference numbers of such Security, if any; and


 


(12)          such
other matters as the Issuer shall deem desirable or appropriate.


 


Notice of redemption of Securities to be redeemed
at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense
of the Issuer (or the Paying Agent if the Trustee is not acting as Paying Agent with respect to Securities issued in global form under
the New Safekeeping Structure).


 


Section 1105.         Deposit
of Redemption Price. On or prior to any Redemption Date, the Issuer or the Guarantor shall deposit with the Trustee or with a Paying
Agent (or, if the Issuer or the Guarantor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the Redemption Price of, and accrued interest, if any, on, all the Securities which are to be redeemed on that date.


 






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Section 1106.         Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided
in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the Redemption Date), and from and after such
date (unless the Issuer and the Guarantor shall default in the payment of the Redemption Price and accrued interest, if any) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Issuer at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated
by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that installments of interest
on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms
and the provisions of Section 307.


 


If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons
may be waived by the Issuer and the Trustee if there be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to
receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated
by Section 301, only upon presentation and surrender of those coupons.


 


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


 


Section 1107.         Securities
Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve)
shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Issuer shall execute and the Guarantor shall execute any Guarantee thereof (if applicable),
and the Trustee shall authenticate and deliver or, in the case such Security is global form under the New Safekeeping Structure, the
Security Registrar shall authenticate and deliver and shall instruct the Common Safekeeper to effectuate such new Security and such Security
shall have been effectuated by the Common Safekeeper to reflect such redemption 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.


 






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Section 1108.         Optional
Redemption Due to Changes in Tax Treatment. Each series of Securities may be redeemed at the option of the Issuer (or their successors)
in whole but not in part at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed
for redemption if the Issuer is or would be required to pay Additional Amounts as a result of (i) any change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the United States or the Netherlands, as the case may be (or in the
case of a successor Person to the Issuer, of the jurisdiction in which such successor Person is organized or any political subdivision
or taxing authority thereof or therein), or (ii) any change in the official application or interpretation of such laws, regulations
or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which the United States or the Netherlands, as the case may be (or such other jurisdiction or political subdivision
or taxing authority), is a party, which change, execution or amendment becomes effective on or after the date of issuance of such series
pursuant to Section 301 (or in the case of a successor Person to the Issuer, the date on which such successor Person became such).
Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Issuer will deliver to the Trustee an
Officer’s Certificate, stating that the Issuer is entitled to effect such redemption and setting forth in reasonable detail a statement
of circumstances showing that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have
been satisfied.


 


Article Twelve


 


SINKING
FUNDS


 


Section 1201.         Applicability
of Article. Retirements of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this
Article.


 


The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of Securities of 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 mandatory sinking fund payment
may be subject to reduction as provided in Section 1202. 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.


 






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Section 1202.         Satisfaction
of Sinking Fund Payments with Securities. Subject to Section 1203, in lieu of making all or any part of any mandatory sinking
fund payment with respect to any Securities of a series in cash, the Issuer may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Issuer, together,
in the case of any Bearer Securities of such series, with all unmatured coupons appertaining thereto, and/or (2) receive credit
for the principal amount of Securities of such series which have been previously delivered to the Trustee by the Issuer or for Securities
of such series which have been redeemed either at the election of the Issuer 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 mandatory sinking fund payment with respect to the Securities of the same series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided, however, 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 mandatory sinking fund payment shall be reduced
accordingly.


 


Section 1203.         Redemption
of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Issuer will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the
Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which
is to be satisfied by delivering or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not
previously delivered, accompany such certificate) and whether the Issuer intends to exercise its right to make a permitted optional sinking
fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Issuer shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case
of the failure of the Issuer to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right
to make any optional sinking fund payment, if any, with respect to such series.


 


Not more than 60 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


 


Prior to any sinking fund payment date, the Issuer
shall pay to the Trustee or a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) in cash a sum equal to the principal (and premium, if any) and any interest that will accrue to the date fixed
for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 1203.


 






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Notwithstanding the foregoing, with respect to a
sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding
sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not
exceed in the aggregate $100,000, the Trustee, unless requested by the Issuer, shall not give the next succeeding notice of the redemption
of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited in such sinking fund
shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at
the request of the Issuer, shall be applied at any time or from time to time to the purchase of Securities of such series, by public
or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be reimbursed by the Issuer ) not in excess of the principal amount thereof.


 


Article Thirteen


 


REPAYMENT
AT OPTION OF HOLDERS


 


Section 1301.         Applicability
of Article. Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in
accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.


 


Section 1302.         Repayment
of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest,
if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Issuer covenants that on
or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities
of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest,
if any, on, all the Securities or portions thereof, as the case may be, to be repaid on such date.


 


Section 1303.         Exercise
of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect
Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such
repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by
the Holder’s attorney duly authorized in writing), must be received by the Issuer at the Place of Payment therefor specified in
the terms of such Security (or at such other place or places or which the Issuer shall from time to time notify the Holders of such Securities)
not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments
of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be
issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified.
The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following
such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of
the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing
for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived
by the Issuer.


 






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Section 1304.         When
Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities,
such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Issuer
on the Repayment Date therein specified, and on and after such Repayment Date (unless the Issuer shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender
of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Issuer, together with accrued interest,
if any, to the Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable
only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified pursuant to Section 301, only upon presentation and surrender of such coupons; and provided further that, in the case
of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment 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 307.


 


If any Bearer Security surrendered for repayment
shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from
the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Issuer and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to
the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.


 


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


 






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Section 1305.         Securities
Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part only, the Issuer shall execute and the Trustee
shall authenticate and deliver or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security
Registrar shall authenticate and deliver and shall instruct the Common Safekeeper to effectuate such new Security and such Security shall
have been effectuated by the Common Safekeeper to the Holder of such Security, without service charge and at the expense of the Issuer,
a new Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.


 


Article Fourteen


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 1401.         Issuer’s
Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by Section 301 for Securities
of any series, the provisions of this Article Fourteen shall apply to each series of Securities, and the Issuer may, at its option,
effect defeasance of the Securities of or within a series under Section 1402, or covenant defeasance of or within a series under
Section 1403 in accordance with the terms of such Securities and in accordance with this Article.


 


Section 1402.         Defeasance
and Discharge. Upon the Issuer’s exercise of the above option applicable to this Section with respect to any Securities
of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities
and any related coupons on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and any related coupons, which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied
all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related
coupons are concerned (and the Trustee, at the request and at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders
of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1404 and as more
fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities
and any related coupons when such payments are due, (B) the Issuer’s obligations with respect to such Securities under Sections
304, 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1005,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder including, without limitation, Section 606,
the next to the last sentence of Section 1005, and the penultimate paragraph of Section 1405 and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Issuer may exercise its option under this Section 1402 notwithstanding
the prior exercise of its option under Section 1403 with respect to such Securities and any related coupons.


 






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Section 1403.         Covenant
Defeasance. Upon the Issuer’s exercise of the above option applicable to this Section with respect to any Securities of
or within a series, the Issuer and the Guarantor shall be released from their obligations under Sections 801 and 802 and Sections 1006
through 1010, and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such Outstanding
Securities and any related coupons on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any related coupons shall thereafter be deemed not to be “Outstanding” for
the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with
such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any related coupons, the Company, the applicable Issuer and any
applicable Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference
in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 501(4) or Section 501(8) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any related coupons shall be unaffected thereby.


 


Section 1404.         Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any related coupons:


 


(1)            The
Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities and any related coupons, (A) an amount (in such Currency in which such Securities and any related
coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined
on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date
of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any)
or installment of interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding
Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and any related coupons; provided that the Trustee shall have been irrevocably instructed to apply such money
or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such
a deposit, the Issuer may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or
any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
In the case of the provision for payment or redemption of less than all of the Securities of any series, such Securities or portions
thereof shall have been selected by the Trustee in the manner specified by Section 1103 hereof in the case of the redemption of
less than all of the Securities or any series and, in the case of a redemption, the notice requisite to the validity of such redemption
shall have been given or irrevocable authority shall have been given by the Issuer to the Trustee to give such notice, under arrangements
satisfactory to the Trustee.


 






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(2)            No
Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date
of such deposit or, insofar as paragraphs (6) and (7) of Section 501 are concerned, at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration
of such period).


 


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


 


(4)            In
the case of an election under Section 1402, the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of Counsel
stating that (x) the Issuer or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling,
or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of such Outstanding Securities
and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such
defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if the deposit and such defeasance had not occurred.


 


(5)            In
the case of an election under Section 1403, the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of Counsel
to the effect that the beneficial owners of such Outstanding Securities and any related coupons will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred.


 






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(6)            Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations in connection therewith pursuant to Section 301.


 


(7)            The
Issuer or the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403
(as the case may be) have been complied with.


 


In
the event that all of the foregoing conditions provided for in this Section 1404 to the application of either Section 1402
or Section 1403, as the case may be, to any Outstanding Securities of or within a series and any related coupons shall have been
complied with, the Issuer shall, as promptly as practicable, but, in any event, within five Business Days of such compliance,
give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the
effect that such amount or Government Obligations has or have been deposited and the effect thereof; provided however, that the failure
to give such notice or any defect therein shall not affect the validity of the proceedings for the application of either Section 1402
or Section 1403, as the case may be, with respect to such Securities.


 


Section 1405.         Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of
Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the
 “Trustee”) pursuant to Section 1404 in respect of such Outstanding Securities and any related coupons shall be
held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including the Issuer or the Guarantor acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities and any related coupons of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent
required by law.


 


Unless otherwise specified with respect to any Security
pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder of a Security
in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security
to receive payment in a Currency other than that in which the deposit pursuant to Section 1404(1) has been made in respect
of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of
any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such
Security and any related coupons shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest, if any, on such Security as they become due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 






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The Issuer or the Guarantor shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of such Outstanding Securities and any related coupons. The provisions of the immediately preceding sentence shall survive
the termination of this Indenture and the earlier resignation or removal of the Trustee.


 


Anything in this Article Fourteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Company Request any money or Government Obligations
(or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance
with this Article.


 


Section 1406.         Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 with respect to any Securities by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Issuer’s and the Guarantor’s obligations under this Indenture and such Securities and any related coupons shall
be revived and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time
as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1405; provided, however, that if
the Issuer or the Guarantor makes any payment of principal of (or premium, if any) or interest, if any, on any such Security or any related
coupon following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities
and any related coupons to receive such payment from the money held by the Trustee or Paying Agent.


 


Article Fifteen


 


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 1501.         Purposes
for Which Meetings May Be Called. If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities
of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.


 


Section 1502.         Call,
Notice and Place of Meetings. (a)  The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in The City of New York or in London as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.


 






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(b)            In
case at any time the Issuer, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have made the first publication or mailing of the notice of such meeting within 21 days after receipt of such request
or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Issuer or the Holders of Securities of such
series in the amount above specified, as the case may be, may determine the time and the place in The City of New York or in London for
such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section.


 


Section 1503.         Persons
Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such Holder of Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Securities of any series shall be the Person entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel.


 


Section 1504.         Quorum;
Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however, that, if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage
in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount
of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening
of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by
the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series; provided,
however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted
at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders
of not less than such specified percentage in principal amount of the Outstanding Securities of such series.


 






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


 


Notwithstanding the foregoing provisions of this
Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken
by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such
series and one or more additional series:


 


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


 


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


 


Section 1505.         Determination
of Voting Rights; Conduct and Adjournment of Meetings. (a)  Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of
the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104
or other proof.


 


(b)           The
Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders of Securities as provided in Section 1502(b), in which case the Issuer or the Holders of Securities of
the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


 






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(c)            At
any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding
Securities of such series held or represented by such Holder (determined as specified in the definition of “Outstanding”
in Section 101); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.


 


(d)            Any
meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting; and the meeting may be held as so adjourned without further notice.


 


Section 1506.         Counting
Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives
by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting.
A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the Secretary
of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing
that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the applicable Issuer,
and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.


 


Article Sixteen


 


SUBORDINATION
OF SECURITIES AND GUARANTEES


 


Section 1601.         Agreement
to Subordinate. In the event a series of Securities or the Guarantees thereof is designated as subordinated pursuant to Section 301
and except as otherwise provided in a supplemental indenture or pursuant to Section 301, the applicable Issuer or Guarantor, as
applicable (each such Person, a “Subordinating Party”), for itself, its successors and assigns, covenants and agrees,
and each Holder of Securities of such series by his acceptance thereof, likewise covenants and agrees, that the payment of the principal
of (and premium, if any) and interest, if any, on each and all of the Securities of such series or the Guarantees thereof, as applicable,
is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness of the applicable Subordinating Party.


 






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Section 1602.         Distribution
on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Upon any distribution of assets of any Subordinating Party
upon any dissolution, winding up, liquidation or reorganization of such Subordinating Party, whether in bankruptcy, insolvency, reorganization
or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities
of such Subordinating Party or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon any applicable Senior Indebtedness and the holders thereof with respect to the
Securities, the Guarantees thereof and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


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


 


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


 


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


 






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Subject to the payment in full of all applicable
Senior Indebtedness, the Holders of the Securities or Guarantees shall be subrogated to the rights of the holders of such Senior Indebtedness
(to the extent that distributions otherwise payable to such Holder have been applied to the payment of such Senior Indebtedness) to receive
payments or distributions of cash, property or securities of such Subordinating Party applicable to such Senior Indebtedness until the
principal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions
to the Holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall,
as between such Subordinating Party, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Securities
be deemed to be a payment by the such Subordinating Party to or on account of the Securities or the Guarantees thereof. It is understood
that the provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the applicable Senior Indebtedness, on the other hand. Nothing contained in this
Article Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Issuer, its creditors
other than the holders of the applicable Senior Indebtedness, and the Holders of the Securities, the obligation of such Subordinating
Party, which is unconditional and absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and interest,
if any, on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative
rights of the Holders of the Securities and creditors of such Subordinating Party other than the holders of such Senior Indebtedness,
nor shall anything herein or in the Securities prevent the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of the
holders of such Senior Indebtedness in respect of cash, property or securities of such Subordinating Party received upon the exercise
of any such remedy. Upon any payment or distribution of assets of a Subordinating Party referred to in this Article Sixteen, the
Trustee, subject to the provisions of Section 601, shall be entitled to rely upon a certificate of the liquidating trustee or agent
or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution,
the holders of such Senior Indebtedness and other indebtedness of such Subordinating Party, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereof and all other facts pertinent thereto or to this Article Sixteen.


 


With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or observe only such of its covenants and objectives as are specifically set forth in this Indenture,
and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against
the Trustee. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall
not be liable to any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or a Subordinating Party,
or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Sixteen.


 


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


 






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Section 1603.         No
Payment on Securities in Event of Default on Senior Indebtedness. No payment by a Subordinating Party on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities or Guarantees thereof shall be made at any time if: (i) a
default on the applicable Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its maturity
and (ii) the default is the subject of judicial proceedings or such Subordinating Party has received notice of such default. Such
Subordinating Party may resume payments on the Securities when full payment of amounts then due for principal (premium, if any), sinking
funds and interest on such Senior Indebtedness has been made or duly provided for in money or money’s worth.


 


Section 1604.         Payments
on Securities Permitted. Nothing contained in this Indenture or in any of the Securities shall (a) affect the obligation of
a Subordinating Party to make, or prevent a Subordinating Party from making, at any time except as provided in Sections 1602 and 1603,
payments of principal of (or premium, if any) or interest, if any, on the Securities or (b) prevent the application by the Trustee
of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice
of any fact prohibiting the making of such payment from such Subordinating Party or from the holder of any Senior Indebtedness or from
the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority
of such trustee more than two Business Days prior to the date fixed for such payment.


 


Section 1605.         Authorization
of Holders to Trustee to Effect Subordination. Each Holder of Securities by his acceptance thereof authorizes and direct the Trustee
on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


Section 1606.         Notices
to Trustee. Notwithstanding the provisions of this Article or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the applicable Subordinating Party, as applicable) shall be charged with knowledge of the existence of any
Senior Indebtedness of such Subordinating Party or of any fact which would prohibit the making of any payment of moneys or assets to
or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received
(in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from such
Subordinating Party or from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory
to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any such moneys or assets may become payable for any purpose
(including, without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Security) a Responsible
Officer of the Trustee shall not have received with respect to such moneys or assets the notice provided for in this Section 1606,
then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys
or assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary
which may be received by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee on behalf of such
holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder.
In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Sixteen, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights
of such Person under this Article Sixteen and, if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.


 






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Section 1607.         Trustee
as Holder of Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Sixteen
in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness and nothing
in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article Sixteen
shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 506 or 606.


 


Section 1608.         Modifications
of Terms of Senior Indebtedness. Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the
holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without notice to or assent from the Holders of the Securities
or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other
action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture
or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is
in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Sixteen
or of the Securities relating to the subordination thereof.


 


Section 1609.         Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of a Subordinating Party referred
to in this Article Sixteen, the Trustee and the applicable Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the
Trustee or to such Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such payment or distribution
to such holders of Senior Indebtedness and other indebtedness of such Subordinating Party, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen.


 






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Section 1610.         Satisfaction
and Discharge; Defeasance and Covenant Defeasance. Amounts and Government Obligations deposited in trust with the Trustee pursuant
to and in accordance with Articles Four and Fourteen and not, at the time of such deposit, prohibited to be deposited under Sections
1602 or 1603 shall not be subject to this Article Sixteen.


 


Article Seventeen


 


Guarantee


 


Section 1701.         Guarantors’
Guarantee. (a)  If Securities of or within a series specified, as contemplated by Section 301 of this Indenture, are to
be guaranteed by any Guarantors, then each such Guarantor hereby jointly and severally, fully and unconditionally guarantees to each
Holder of any such Security which is authenticated and delivered by the Trustee (or, in the case of Securities issued in global form
under the New Safekeeping Structure, authenticated and delivered by the Security Registrar and effectuated by the Common Safekeeper)
and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any,
on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest
and including any additional interest required to be paid according to the terms of any such Security), if any, on each such Security,
and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such
Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender
for repayment at the option of any Holder or otherwise, according to the terms thereof and of the Indenture (the “Guarantor
Obligations”). In case of the failure of the applicable Issuer or any successor thereto punctually to pay any such principal,
premium, interest or sinking fund payment, any such Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender
for repayment at the option of any Holder or otherwise, as if such payment were made by the applicable Issuer.


 


(b)           Each
Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall
be absolute and unconditional, irrespective of the identity of the applicable Issuer, the validity, regularity or enforceability of any
such Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any such Security
with respect to any provisions thereof, the recovery of any judgment against the applicable Issuer or any action to enforce the same,
or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the applicable Guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the applicable Issuer, any right to require a proceeding first against the applicable Issuer, protest, notice and all demands whatsoever
and covenants that its Guarantee will not be discharged except by complete performance of its obligations contained in any such Security
and in this Guarantee.


 


(c)           Each
Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any such Security,
whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf
of, or by, the Holder of any such Security, subject to the terms and conditions set forth in this Indenture, directly against each such
Guarantor to enforce its Guarantee without first proceeding against the Issuer.


 






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(d)            If
any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid in respect of a Security
by any of them to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect.


 


(e)            This
Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the applicable
Issuer for liquidation, reorganization, should the applicable Issuer become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of the applicable Issuer’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance
of any such Security are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on any such Security, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as
though such payment or performance had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored
or returned, any such Security shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid
and not so rescinded, reduced, restored or returned.


 


Section 1702.            Severability.
In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1703.            Priority
of Guarantee. Unless otherwise specified pursuant to Section 301 of this Indenture with respect to any series of Securities,
this Guarantee shall be an unsecured and unsubordinated obligation of each Guarantor, ranking pari passu with all other existing and
future unsubordinated and unsecured indebtedness of the Issuer and such Guarantor, respectively.


 


Section 1704.            Waiver
by Guarantors. To the extent permitted by applicable law, the Guarantors irrevocably waive acceptance hereof, presentment, demand,
protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against
the Issuer, the Guarantors or any other Person.


 


Section 1705.            Limitation
of Guarantors’ Liability. Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all
such parties that this Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state or foreign law or the provisions of its
local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each Guarantor hereby
irrevocably agree that the obligations of each such Guarantor under this Guarantee shall be limited to the maximum amount that will not,
after giving effect to all other contingent and fixed liabilities of each such Guarantor, result in the obligations of such Guarantor
under this Guarantee constituting such fraudulent transfer or conveyance.


 








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Section 1706.            Subrogation.
Each Guarantor shall be subrogated to all rights of Holders of the Securities of a series against the applicable Issuer in respect of
any amounts paid by any such Guarantor on account of such Securities or this Indenture; provided, however, that, if an Event of Default
has occurred and is continuing, each applicable Guarantor shall not be entitled to enforce or receive any payments arising out of, or
based upon, such right of subrogation until all amounts then due and payable by the applicable Issuer under this Indenture or the Securities
shall have been paid in full.


 


Section 1707.            Reinstatement.
Each Guarantor hereby agrees that its Guarantee provided for in Section 1701 shall continue to be effective or be reinstated, as
the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise
be restored by a Holder to the applicable Issuer upon the bankruptcy or insolvency of the applicable Issuer or such Guarantor. Subject
to the preceding sentence, once released in accordance with its terms and the Indenture, a Guarantee shall not be required to be reinstated
for any reason.


 


Section 1708.            Release
of Guarantees.


 


(a)            Concurrently
with the discharge of the Securities of the relevant series under Section 401 of this Indenture or the defeasance of the Securities
of the relevant series under Section 1402 or 1403 of this Indenture, or pursuant to the terms of such Guarantee of the relevant
series established in accordance with Section 301 of this Indenture, each Guarantor shall be released from all its obligations under
its Guarantee of such series under the Indenture.


 


(b)            So
long as no Default with respect to any relevant series of Securities exists or, upon the occurrence of the following events, with notice
or lapse of time or both, would exist, a Guarantee of a Guarantor shall be automatically and unconditionally released and discharged:
(i) upon any sale, exchange, transfer to any Person that is not an Affiliate of the Company of all of the Company’s capital
stock in such Guarantor, which transaction is otherwise in compliance with the Indenture; or (ii) upon any consolidation or merger
of such Guarantor with or into the Company or another Guarantor, which transaction is otherwise made in compliance with this Indenture.


 


(c)            Upon
written instruction from the Company, the Trustee shall execute and deliver any documents, instructions or instruments evidencing any
release of a Guarantee.


 


Section 1709.            Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Indenture and that its guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such benefits.


 






    	 	100	 



     

    

 


Article Eighteen


 


IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES


 


Section 1801.            Exemption
from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security,
or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of each Issuer or any Guarantor or of any successor corporation, either directly or through
such Issuers or any Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate
obligations of each Issuer and the Guarantors, and that no such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, stockholders, officers, directors or employees, as such, of each Issuer, the Guarantors or of any successor corporation,
or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability,
either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer, director or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.


 


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


 






    	 	101	 



     

    

 


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


 


		AMERICAN MEDICAL SYSTEMS EUROPE B.V.
		 	 
		By:	/s/ Jonathan Monson
			Name:  Jonathan Monson
			Title:    Authorised Signatory



 


		BOSTON SCIENTIFIC CORPORATION
		 	 
		By:	/s/ Daniel J. Brennan
			Name:  Daniel J. Brennan
			Title:    Executive Vice President and Chief Financial Officer



 


Attest:


 


		U.S. Bank Trust Company, National Association,
 as Trustee
		 	 
		By:	/s/ Alison D. B. Nadeau
			Name:  Alison D. B. Nadeau
			Title:    Vice President



 






    	 	102	 



     

    

 


EXHIBIT A


 


FORMS OF CERTIFICATION


 


EXHIBIT A-1


 


FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert
title or sufficient description

of Securities to be delivered]


 


This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source (“United States Person(s)”), (ii) are
owned by United States Person(s) that (a) are foreign branches of United States financial institutions (as defined in United
States Treasury Regulations Section 1.165-12(c)(1)(iv)) (herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b)  acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise [Name of
Issuer] or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial
institution has not acquired the Securities for purposes of resale directly or indirectly to a United States Person or to a person within
the United States or its possessions.


 


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


 


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


 






    A-1-1 


     


    

 


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


 


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


 


Dated:


 


[To be dated no earlier than the 15th day

prior to (i) the Exchange Date or (ii) the

relevant Interest Payment Date occurring

prior to the Exchange Date, as applicable]


 


		[Name of Person Making Certification]
	 	 
	 	 
		(Authorized Signatory)

Name:

Title:



 






    A-1-2 


     


    

 


EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM OR, IN THE CASE OF TEMPORARY SECURITIES ISSUED IN GLOBAL FORM UNDER THE NEW SAFEKEEPING STRUCTURE, BY THE COMMON
SAFEKEEPER IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert
title or sufficient description

of Securities to be delivered]


 


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


 


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


 


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


 






    A-2-1


     


    

 


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


 


Dated:


 


{To be dated no earlier than the Exchange

Date or the relevant Interest Payment

Date occurring prior to the Exchange Date,

as applicable}


 


		[EUROCLEAR BANK S.A./N.V.]

[CLEARSTREAM]

[[ ], AS COMMON SAFEKEEPER]
	 	 
	 	 
	
	By



 






    A-2-2


     


    

 


EXHIBIT B


 


Form of Supplemental Indenture to Add
[New Guarantor][New Issuer]


 


Boston
Scientific Corporation,


as the Company


 


[Insert
applicable [New] Issuer],


as Issuer,


 


[Insert applicable New Guarantor[s]],


 


as New Guarantor[s]


 


and


 


U.S.
Bank Trust Company, National Association,


 


as Trustee


 





 



 SUPPLEMENTAL INDENTURE
NO. __ TO

INDENTURE


 


 





 



Dated as of


 


[_],[_]


 





 



 






    A-2-1 


     


    

 


THIS SUPPLEMENTAL INDENTURE NO.          (this
 “Supplemental Indenture”), dated as of                     ,            ,
is entered into by and among (i) Boston Scientific Corporation (the “Company”), (ii) [Insert applicable
[New] Issuer] (the “New Issuer”), (iii) [Insert applicable New Guarantor(s)] (the “New Guarantor”),
and (iv) U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and supplements the Indenture,
dated as of [ ] (as amended and supplemented through the date hereof, the “Indenture”), by and among the Company,
American Medical Systems Europe B.V. (“AMS Europe”), the Issuers and Guarantors from time to time party thereto and
the Trustee. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings given to them in the Indenture.


 


WHEREAS, Section 901(13) of the Indenture
permits the addition of any Person as an Issuer or a Guarantor for purposes of any one or more series of Securities pursuant to a supplemental
indenture;


 


WHEREAS, the parties hereto wish to add [[New
Issuer] as an Issuer under the Indenture][and][[New Guarantor] as a Guarantor under the Indenture]; and


 


WHEREAS, the Trustee is authorized to execute
and deliver this Supplemental Indenture to add the [New Issuer][and][the New Guarantor;


 


NOW THEREFORE, 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 any relevant series thereof, as follows:


 


	1.01	Definitions. Unless otherwise specified, capitalized
terms used in this Supplemental Indenture shall have the same meanings ascribed to them in the Indenture.



 


	1.02	Agreement to be Bound.



 


		a)	Each New Issuer hereby becomes a party to the Indenture as an Issuer
                                            and as such will have all of the rights and be subject to all of the obligations and agreements
                                            of an Issuer under the Indenture.



 


		b)	Each New Guarantor hereby becomes a party to the Indenture as a Guarantor
                                            and as such will have all of the rights and be subject to all of the obligations and agreements
                                            of a Guarantor under the Indenture.



 


1.03    Guarantee. Each New Guarantor agrees,
on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of
any relevant series of Securities and the Trustee the obligations of the relevant Issuers pursuant to and as set forth in Article Seventeen
of the Indenture.


 


1.04    Effect Upon the Agreement. Except
as specifically set forth herein, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.


 






    A-2-2 


     


    

 


1.05    Severability. In case any provision
of this Supplemental Indenture 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.


 


1.06    Benefits Acknowledged. Each of
the New Issuers and the New Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by the Indenture and each of the New Guarantors agrees that its guarantee and waivers (to the extent permitted by applicable
law) pursuant to the Indenture are knowingly made in contemplation of such benefits.


 


1.07    No Recourse Against Others. No
director, officer, employee, incorporator or stockholder of a New Issuer or a New Guarantor shall have any liability for any obligations
of the Issuers or the Guarantors under the Securities, any Guarantees, the Indenture or this Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Securities waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Securities.


 


1.08    Trustee Disclaimer. The recitals
contained in this Supplemental Indenture shall be taken as the statements of the Company, the New Issuers and the New Guarantors and
the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the
Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted
by the Trustee under this Supplemental Indenture.


 


1.09    Counterparts. This Supplemental
Indenture may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute
one instrument. Each counterparty may consist of a number of copies hereof, each signed by less than all, but together signed by all,
of the parties hereto. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic transmission
(including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, including Orbit, Adobe
Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the
Trustee) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in
lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to
be their original signatures for all purposes. Any electronically signed document delivered via email from a person purporting to be
an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable Person.


 


1.10    Headings. The headings of the sections
in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.


 


[Remainder of page intentionally blank;
signature page follows]


 






    A-2-3 


     


    

 


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


 


		BOSTON SCIENTIFIC CORPORATION
		 	 
		By:	
		 	 
		 	Name:
			Title:



 


		[NEW ISSUER]
		 	 
		By:	
		 	 
		 	Name:
		 	Title:



 


		[NEW GUARANTOR(S)]
		 	 
		By:	
		 	 
		 	Name:
		 	Title:



 


Acknowledged:


 


		U.S. Bank Trust Company, National Association,
 as Trustee
		 	 
		By:	
		 	 
		 	Name:
		 	Title:



 






    A-2-4