Exhibit 4.1 


 


DIAMONDBACK ENERGY, INC. 


 


and


 


ANY GUARANTORS PARTY HERETO


 


to


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION


 


Trustee


  


INDENTURE


  


Dated as of December 13, 2022


 


DEBT SECURITIES


 






     


     


    

 





DIAMONDBACK ENERGY, INC.


Certain Sections of this Indenture relating to
Sections 310


through 318, inclusive, of the Trust Indenture
Act of 1939


 


	Trust Indenture Act Section	Indenture Section
	Section 310(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	608
	Section 311(a)	613
	(b)	613
	Section 312(a)	701
	 	702
	(b)	702
	(c)	702
	Section 313(a)	703
	(b)	703
	(c)	106, 703
	(d)	703
	Section 314(a)	704
	(a)(4)	101
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102
	Section 3.15(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
	Section 316(a)	101
	(a)(1)(A)	502
	 	512
	(a)(1)(B)	513
	(a)(2)	Not Applicable
	(b)	508
	(c)	104
	Section 317(a)(1)	503
	(a)(2)	504
	(b)	1003
	Section 318(a)	107


 


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





 






    i


     


    

 


Table of Contents


 




	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 101   Definitions	1
	Section 102   Compliance Certificates and Opinions	8
	Section 103   Form of Documents Delivered to Trustee	9
	Section 104   Acts of Holders; Record Dates	10
	Section 105   Notices, Etc., to Trustee, Company and Guarantors	12
	Section 106   Notice to Holders; Waiver	12
	Section 107   Trust Indenture Act Matters	13
	Section 108   Effect of Headings and Table of Contents	13
	Section 109   Successors and Assigns	14
	Section 110   Separability Clause	14
	Section 111   Benefits of Indenture	14
	Section 112   Governing Law	14
	Section 113   Legal Holidays	14
	Section 114   No Adverse Interpretation of Other Agreements	14
	Section 115   No Personal Liability of Directors, Officers, Employees and Stockholders	14
	Section 116   Language of Notices, Etc.	15
	Section 117   Force Majeure	15
	Section 118   Waiver of Jury Trial	15
	Section 119   Counterparts and E-signatures	15
	Section 120   U.S.A. PATRIOT Act	16
	ARTICLE II SECURITY FORMS	16
	Section 201   Forms Generally	16
	Section 202   Form of Face of Security	17
	Section 203   Form of Reverse of Security	19
	Section 204   Form of Legend for Global Securities	23
	Section 205   Form of Trustee’s Certificate of Authentication	23
	ARTICLE III THE SECURITIES	24
	Section 301   Amount Unlimited; Issuable in Series	24
	Section 302   Denominations	28
	Section 303   Execution, Authentication, Delivery and Dating	28
	Section 304   Temporary Securities	30
	Section 305   Registration, Registration of Transfer and Exchange	31
	Section 306   Mutilated, Destroyed, Lost and Wrongfully Taken Securities	33
	Section 307   Payment of Interest; Interest Rights Preserved	34
	Section 308   Persons Deemed Owners	35
	Section 309   Cancellation	35
	Section 310   Computation of Interest	36
	Section 311   CUSIP Numbers	36
	ARTICLE IV SATISFACTION AND DISCHARGE	36
	Section 401   Satisfaction and Discharge of Indenture	36
	Section 402   Application of Trust Money	37



 






    ii


     


    

 


	ARTICLE V REMEDIES	38
	Section 501   Events of Default	38
	Section 502   Acceleration of Maturity; Rescission and Annulment	39
	Section 503   Collection of Indebtedness and Suits for Enforcement by Trustee	41
	Section 504   Trustee May File Proofs of Claim	41
	Section 505   Trustee May Enforce Claims Without Possession of Securities	42
	Section 506   Application of Money Collected	42
	Section 507   Limitation on Suits	42
	Section 508   Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	43
	Section 509   Restoration of Rights and Remedies	43
	Section 510   Rights and Remedies Cumulative	43
	Section 511   Delay or Omission Not Waiver	43
	Section 512   Control by Holders	44
	Section 513   Waiver of Past Defaults	44
	Section 514   Undertaking for Costs	44
	Section 515   Waiver of Usury, Stay or Extension Laws	45
	ARTICLE VI THE TRUSTEE	45
	Section 601   Certain Duties and Responsibilities	45
	Section 602   Notice of Defaults	46
	Section 603   Certain Rights of Trustee	47
	Section 604   Not Responsible for Recitals or Issuance of Securities	48
	Section 605   May Hold Securities	48
	Section 606   Money Held in Trust	49
	Section 607   Compensation and Reimbursement	49
	Section 608   Conflicting Interests	50
	Section 609   Corporate Trustee Required; Eligibility	50
	Section 610   Resignation and Removal; Appointment of Successor	50
	Section 611   Acceptance of Appointment by Successor	52
	Section 612   Merger, Conversion, Consolidation or Succession to Business	53
	Section 613   Preferential Collection of Claims Against Company	53
	Section 614   Appointment of Authenticating Agent	53
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	55
	Section 701   Company to Furnish Trustee Names and Addresses of Holders	55
	Section 702   Preservation of Information; Communications to Holders	55
	Section 703   Reports by Trustee	56
	Section 704   Reports by Company and Guarantors	56
	ARTICLE VIII CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE	57
	Section 801   Company May Consolidate, Etc., Only on Certain Terms	57
	Section 802   Successor Substituted	57



 






    iii


     


    

 


	ARTICLE IX SUPPLEMENTAL INDENTURES	58
	Section 901   Supplemental Indentures Without Consent of Holders	58
	Section 902   Supplemental Indentures With Consent of Holders	59
	Section 903   Execution of Supplemental Indentures	61
	Section 904   Effect of Supplemental Indentures	61
	Section 905   Conformity with Trust Indenture Act	61
	Section 906   Reference in Securities to Supplemental Indentures	61
	Section 907   Waivers	61
	ARTICLE X COVENANTS	62
	Section 1001   Payment of Principal, Premium and Interest	62
	Section 1002   Maintenance of Office or Agency	62
	Section 1003   Money for Securities Payments to Be Held in Trust	62
	Section 1004   Corporate Existence	63
	Section 1005   Statement by Officer as to Default	64
	Section 1006   Waiver of Certain Covenants	64
	ARTICLE XI REDEMPTION OF SECURITIES	65
	Section 1101   Applicability of Article	65
	Section 1102   Election to Redeem; Notice to Trustee	65
	Section 1103   Selection by Trustee of Securities to Be Redeemed	65
	Section 1104   Notice of Redemption	66
	Section 1105   Deposit of Redemption Price	67
	Section 1106   Securities Payable on Redemption Date	68
	Section 1107   Securities Redeemed in Part	68
	Section 1108   No Limit on Repurchases	68
	ARTICLE XII SINKING FUNDS	69
	Section 1201   Applicability of Article	69
	Section 1202   Satisfaction of Sinking Fund Payments with Securities	69
	Section 1203   Redemption of Securities for Sinking Fund	69
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	70
	Section 1301   Company’s Option to Effect Defeasance or Covenant Defeasance	70
	Section 1302   Defeasance and Discharge	70
	Section 1303   Covenant Defeasance	71
	Section 1304   Conditions to Defeasance or Covenant Defeasance	71
	Section 1305   Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	73
	Section 1306   Reinstatement	74
	ARTICLE XIV GUARANTEES	74
	Section 1401   Guarantees	74


 






    iv


     


    

 





INDENTURE, dated as of
December 13, 2022, among DIAMONDBACK ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having its principal office at 500 West Texas, Suite 100, Midland, Texas
79701, the Guarantors party hereto from time to time, each having its principal office at 500 West Texas, Suite 100, Midland, Texas 79701,
and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
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 that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


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


 


(4)              
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article
or a Section, as the case may be, of this Indenture;


 


(5)              
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;


 


(6)              
when used with respect to any Security, the words “convert,” “converted” and “conversion” are
intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property
in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301, and these words
are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series
and like tenor pursuant to Section 304, Section 305, Section 306, Section 906 or Section 1107 or another similar provision of this Indenture,
unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean such terms as may
be specified for such Security as contemplated in Section 301;


 






    1


     


    

 


(7)              
unless the context otherwise requires, any reference to “duly provided for” and other words of similar import with
respect to any amount or property required to be paid or delivered, as applicable, shall include, without limitation, having made such
amount or property available for payment or delivery;


 


(8)              
references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections
or rules adopted by the Commission from time to time;


 


(9)              
when the words “includes” or “including” are used herein, they shall be deemed to be followed by the words
 “without limitation;” and


 


(10)          
“or” is not exclusive.


 


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


 


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


 


“Applicable Procedures”
of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Authenticating
Agent” means, when used with respect to Securities of any series, any Person authorized by the Trustee to act on behalf
of the Trustee to authenticate the Securities of such series.


 


“Board of Directors”
means any of (a) the board of directors of the Company, (b) any duly authorized committee of that board or (c) any officer of the Company
duly authorized by the board of directors of the Company to take a specified action.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of
this Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities
and the forms and terms thereof), such action may be taken by any officer or employee of the Company authorized to take such action by
the Board of Directors as evidenced by a Board Resolution.


 






    2


     


    

 


“Business
Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close; provided
that, when used with respect to any Security, “Business Day” may have such other meaning, if any, as may be specified for
such Security as contemplated by Section 301.


 


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


 


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


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by any Officer of the
Company.


 


“Corporate Trust
Office” means the designated office of the Trustee at which at any particular time its corporate trust business shall be
administered and which, at the date hereof, is located at 600 South Fourth Street, Corporate Trust Operations MAC N9300-070, Minneapolis,
Minnesota 55415, attention Diamondback Energy, Inc. Account Manager, or at such other address as the Trustee may designate from time to
time by notice to the Holders and the Company (or such other address as a successor Trustee may designate from time to time by notice
to the Holders and the Company).


 


“corporation”
means a corporation, association, company (including a limited liability company), joint-stock company, business trust or other business
entity (other than a partnership).


 


“Covenant
Defeasance” has the meaning specified in Section 1303.


 


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


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as depositary for such Securities as contemplated by Section
301.


 


“DTC”
has the meaning specified in Section 104.


 


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


 


“Exchange Act”
means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 






    3


     


    

 


“Expiration
Date” has the meaning specified in Section 104.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, the
Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time. All ratio computations based on GAAP contained in this Indenture
will be computed in conformity with GAAP; provided that, when used with respect to any Security, “GAAP” may have such other
meaning, if any, as may be specified for such Security as contemplated by Section 301.


 


“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).


 


“Guarantee”
means a guarantee of any Securities by a Guarantor as contemplated by Article XIV; provided that the term “Guarantee,”
when used with respect to any Security or with respect to the Securities of any series, means a guarantee of such Security or of the Securities
of such series, respectively, by a Guarantor of such Security or of the Securities of such series, respectively, as contemplated by Article
XIV.


 


“Guarantor”
means any Person that shall have become a Guarantor under this Indenture pursuant to Section 301 or Section 901 hereof, in each
case unless and until a successor Person shall have become a successor thereto pursuant to the applicable provisions of this Indenture
in place thereof, and thereafter references to such Guarantor shall mean such successor Person; provided that: (i) the term “Guarantor,”
when used with respect to the Securities of any series, means the Persons who shall from time to time be the Guarantors of Securities
of such series as contemplated by Article XIV; and (ii) any Person constituting a Guarantor with respect to the Securities of a series
shall cease to constitute a Guarantor with respect to Securities of such series when its Guarantee is released with respect to Securities
of such series in accordance with the terms of this Indenture or any relevant indenture supplemental hereto.


 


“Guarantor’s
Board of Directors” means, with respect to any Guarantor, any of (a) the board of directors (or other governing body) of
such Guarantor, (b) any duly authorized committee of such board (or other governing body) or (c) any officer of such Guarantor
duly authorized by the board of directors (or other governing body) of such Guarantor to take a specified action.


 


“Guarantor’s
Board Resolution” means, with respect to any Guarantor, a copy of a resolution certified by the Secretary or an Assistant
Secretary of such Guarantor to have been duly adopted by such Guarantor’s Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant
to a Guarantor’s Board Resolution, such action may be taken by any officer or employee of such Guarantor authorized to take such
action by such Guarantor’s Board of Directors as evidenced by a Guarantor’s Board Resolution.


 






    4


     


    

 


“Guarantor’s
Officer’s Certificate” means, with respect to any Guarantor, a certificate signed by any Officer of such Guarantor.


 


“Guarantor Request”
or “Guarantor Order” means, with respect to any Guarantor, a written request or order signed in the name of
such Guarantor by any Officer of such Guarantor.


 


“Holder”
means a Person in whose name a Security is, at the time of determination, registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and 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. The term “Indenture” shall also include the terms of any particular series or specific Securities within a series
and of any Guarantees thereof established as contemplated by Section 301.


 


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


 


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


 


“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 acceleration, call for redemption or otherwise.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(4).


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer,
the Chief Accounting Officer, any Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary
of such Person (or, if such Person is a partnership, the general partner thereof) or any other officer or officers of such Person (or
such general partner) designated in a writing by or pursuant to authority of the Board of Directors (if such Person is the Company) or
the Guarantor’s Board of Directors with respect to such Guarantor (if such Person is a Guarantor) and delivered to the Trustee from
time to time.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, who shall be the principal
executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements
of Section 102.


 


“Opinion
of Counsel” means a written opinion from legal counsel (who may be an employee of or counsel for the Company or any Affiliate
thereof) who is reasonably acceptable to the Trustee that meets the requirements of Section 102.


 






    5


     


    

 


“Original
Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due
and payable upon an 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:


 


(1)              
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(2)              
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; 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;


 


(3)              
Securities as to which Defeasance has been effected pursuant to Section 1302;


 


(4)              
Securities that 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 protected purchaser in whose hands such Securities are valid obligations of
the Company; and


 


(5)              
Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been duly provided
for), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated
in Section 301;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would
be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of
such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security
that shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal
amount of a Security denominated in one or more foreign currencies, composite currencies or currency units that shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of
the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as
provided in such Clause), and (D) Securities owned by the Company, any Guarantor of the Securities or any other obligor upon the Securities
or any Affiliate of the Company or any such Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the
Company or any Guarantor of such Securities or any other obligor upon the Securities or any Affiliate of the Company or a Guarantor of
the Securities or such other obligor.


 






    6


     


    

 


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


 


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


 


“Place
of Payment,” when used with respect to the Securities of any series and subject to Section 1002, means the place
or places where the principal of and any premium and interest on the Securities of that series are payable as contemplated by Section
301.


 


“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 wrongfully taken Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or wrongfully taken Security.


 


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


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series, means the date specified
for that purpose as contemplated by Section 301.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his or her knowledge of and familiarity with the particular subject.


 


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


 


“Securities Act”
means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 






    7


     


    

 


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


 


“Signature Law”
has the meaning specified in Section 119.


 


“Special
Record Date” for the payment of any Defaulted Interest, 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
as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.


 


“Subsidiary,”
with respect to any Person, means any (i) corporation of which the outstanding capital stock having a majority of the votes entitled to
be cast in the election of directors, managers or trustees of such corporation under ordinary circumstances shall at the time be owned,
directly or indirectly, by such Person or any other Person of which a majority of the voting interests under ordinary circumstances is
at the time, directly or indirectly, owned by such Person or (ii) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).


 


“Successor
Guarantor” has the meaning specified in Section 1401.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to
the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“Uniform Commercial
Code” means the Uniform Commercial Code in effect in the State of Delaware or the State of New York, as applicable, in each
case as amended from time to time.


 


“U.S.
Government Obligation” has the meaning specified in Section 1304.


 


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


 


Section
102          Compliance Certificates and Opinions.
Upon any application or request by the Company or a Guarantor to the Trustee to take any action under any provision of this Indenture,
the Company or such Guarantor, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given
by an officer of the Company, or a Guarantor’s Officer’s Certificate, if to be given by an officer of any Guarantor, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements
set forth in this Indenture.


 



    8


     


    

 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture 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 him or her 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 condition or covenant 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 with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion
of an Officer of the Company or a Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel. Any such certificate or opinion of, or representation by, 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 or such Guarantor, as
the case may be, stating that the information with respect to such factual matters is in the possession of the Company or such Guarantor,
as the case may be.


 


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.


 






    9


     


    

 


Section
104          Acts of Holders; Record Dates.
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by or pursuant to this Indenture
to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent or agents duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company and any Guarantor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee, the Company and any Guarantor, if made in the manner provided in this Section 104.


 


Without
limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including
a Depositary or its nominee that is a Holder of a Global Security, may give, make or take, by an agent or agents duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted in or pursuant to this Indenture
to be given, made or taken by Holders, and a Depositary or its nominee that is a Holder of a Global Security may duly appoint in writing
as its agent or agents members of, or participants in, such Depositary holding interests in such Global Security in the records of such
Depositary, and (ii) with respect to any Global Security the Depositary for which is The Depository Trust Company (“DTC”),
any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated
Tender Offer Procedures system or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed to constitute
the “Act” of the Holder of such Global Security, and such Act shall be deemed to have been delivered to the
Company, any Guarantor and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent
or other action having been so given, made or taken in accordance with the Applicable Procedures of DTC.


 


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


 


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


 


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 or the Company or any Guarantor in reliance thereon, whether or not notation
of such action is made upon such Security.


 






    10


     


    

 


With
respect to Securities of any series, the Company may set any day as a record date for the purpose of determining the Holders of Outstanding
Securities of such series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company
may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving, making or taking of any
notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to give, make or
take the relevant action, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall
be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section
105 and Section 106.


 


The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
join in the giving, making or taking of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section
502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each
case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
of such series on such record date, and no other Holders, shall be entitled to give, make or take such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective
hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company and any Guarantor in writing and to each Holder of Securities of the relevant series in the manner set forth
in Section 105 and Section 106.


 


With
respect to any record date set pursuant to this Section 104, the party hereto which sets such record date may designate any day
as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing,
and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto which
set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date to an earlier day as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable record date.


 






    11


     


    

 


Without limiting the foregoing,
a Holder entitled hereunder to give, make or take any action hereunder with regard to any particular Security may do so, in person or
by an agent duly appointed in writing, with regard to all or any part of the principal amount of such Security.


 


Section
105          Notices, Etc., to Trustee, Company and Guarantors.
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 or any Guarantor shall
be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and
delivered in Person, mailed by first class mail (registered or certified, return receipt requested), transmitted by facsimile or sent
by overnight courier guaranteeing next Business Day delivery to or with the Trustee addressed to it at its Corporate Trust Office or (2)
the Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or filed in writing and delivered in Person, mailed by first class mail (registered or certified,
return receipt requested), transmitted by facsimile or sent by overnight courier guaranteeing next Business Day delivery, to or with the
Company or such Guarantor, as the case may be, addressed to it at the address of its principal office specified in the first paragraph
of this instrument, Attention: Chief Financial Officer, with a copy to Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street,
44th Floor, Houston, Texas 77002, Facsimile: (713) 236-0822, Attention: John Goodgame, or at any other address previously furnished in
writing to the Trustee by the Company.


 


All requests, demands, authorizations,
directions, notices, consents, waivers or Acts of Holders or other such documents made, given, furnished or filed with or to the Trustee,
the Company or any Guarantor shall be deemed to have been duly made, given furnished or filed: (i) at the time delivered by hand, if personally
delivered; (ii) upon confirmation of delivery, if mailed by first class mail (registered or certified, return receipt requested); (iii)
when receipt is confirmed, if transmitted by facsimile; and (iv) the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next Business Day delivery. Notices given by publication will be deemed given on the first date on
which publication is made.


 


Section
106          Notice to Holders; Waiver.
Where this Indenture provides for notice or other communication to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if given in writing and mailed by first class mail (registered or certified, return
receipt requested) or sent by overnight air courier guaranteeing next Business Day delivery, to each Holder affected by such event,
at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not earlier than
the earliest date (if any), prescribed for the giving of such notice or other communication. Any notice or other communication shall
also be so mailed or otherwise sent to any Person described in Section 313(c) of the Trust Indenture Act, to the extent required by
the Trust Indenture Act. Failure to mail or otherwise send a notice or other communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.


 






    12


     


    

 


If a notice or
communication is mailed or otherwise sent in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it. Where this Indenture provides for notice or other communication in any manner, such notice or other
communication may be waived in writing by the Person entitled to receive such notice or other communication, either before or after
the event, and such waiver shall be the equivalent of such notice or other communication. Waivers of notice or other communication
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. If the Company mails or otherwise sends a notice or communication to the Holders, it shall send a copy
to the Trustee at the same time.


 


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


 


Where this Indenture provides
for notice or other communication with respect to any event to a Holder of a Global Security, such notice or other communication shall
be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later
than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice or other communication.


 


Section
107          Trust Indenture Act Matters.
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture
as so modified or to be excluded, as the case may be. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture.


 


Section
108          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.


 






    13


     


    

 


Section
109          Successors and Assigns.
All covenants and agreements in this Indenture and the Securities by the Company, the Trustee and any Guarantor, except as otherwise provided
in Section 802 and Section 1401, shall bind their respective successors and assigns, whether so expressed or not.


 


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


 


Section
111          Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may
otherwise be provided pursuant to Section 301 with respect to any Securities of a particular series or under this Indenture with
respect to such Securities.


 


Section
112          Governing Law.
This Indenture, the Guarantees and the Securities and the rights and obligations of the parties hereto and thereto, including the interpretation,
construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the
State of New York.


 


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


 


Section
114          No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or other agreement of the Company or any Guarantor or any Subsidiaries
of the Company or any Guarantor or of any other Person. Any such indenture, loan or other agreement may not be used to interpret this
Indenture.


 


Section
115          No Personal Liability of Directors, Officers, Employees and Stockholders.
No past, present or future director, officer, employee, manager, member, partner, incorporator or stockholder of the Company or any Guarantor,
as such, will have any liability for any obligations of the Company or any Guarantor, respectively, under the Securities or this Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting
a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.
The waiver may not be effective to waive liabilities under the federal securities laws.


 






    14


     


    

 


Section
116          Language of Notices, Etc.
Any request, demand, authorization, direction, notice, consent, waiver, other action or Act provided 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.


 


Section
117          Force Majeure.
Subject to Section 601, in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation (i)
any act or provision of any present or future law or regulation or governmental authority, (ii) any act of God, (iii) natural disaster,
(iv) war, (v) terrorism, (vi) civil unrest, (vii) accidents, (viii) labor dispute, (ix) disease, (x) epidemic or pandemic, (xi) quarantine,
(xii) national emergency, (xiii) loss or malfunction of utility or computer software or hardware, (xiv) communications system failure,
(xv) malware or ransomware, (xvi) unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer
systems, or (xvii) unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts
that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section
118          Waiver of Jury Trial.
EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.


 


Section
119          Counterparts and E-signatures.
This Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on
behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce
Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant
provisions of the Uniform Commercial Code (collectively, “Signature Law”), (ii) an original manual signature
or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature
shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party
hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual
signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity
or authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall
be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character
or intended character of the writings.


 






    15


     


    

 


Section
120          U.S.A. PATRIOT Act.
The parties hereto acknowledge that in accordance with the Customer Identification Program requirements under the USA PATRIOT Act and
its implementing regulations, the Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties hereby agree that they shall provide the Trustee with such information as it may request including, but not limited
to, each party’s name, physical address, tax identification number and other information that will help the Trustee identify and
verify each party’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent
identifying information.


 


Article
II

SECURITY FORMS


 


Section
201          Forms Generally.
As to each series of Securities, (i) the Securities of such series shall be in substantially the form set forth in this Article, or in
such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii)
if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms
of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations
of guarantee to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant
to a Guarantor’s Board Resolution of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii),
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 Depositary therefor or as may, consistently herewith, be determined by the officer executing
such Securities or notations of guarantee, respectively, as evidenced by such officer’s execution thereof. If the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Securities. If the form of any notation of guarantee by any Guarantor
to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered
to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such
Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise
attached to, a Security shall be deemed “endorsed” on such Security.


 






    16


     


    

 


The definitive Securities
and any notations of guarantee endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officer of the Company executing such Securities.


 


Anything
herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation
of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The
Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto,
and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall
not constitute an enforceable agreement or instrument.


 


Section
202          Form of Face of Security.


 


[Insert any legend required by the Internal
Revenue Code and the regulations thereunder.]


 


CUSIP [●]


	No. [●]	 	 	 	$[●]




 


DIAMONDBACK ENERGY, INC.


 


DIAMONDBACK ENERGY, INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [●], or registered assigns, the
principal sum of [●] Dollars on [●] [if the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from                 , 20 *1 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on [●] and [●] in each year, commencing [●], and at the Maturity thereof, at the rate of
[●]% per annum, until the principal hereof is paid or made available for payment, provided that any premium, and any such installment
of interest, which is overdue shall bear interest at the rate of [●]% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the date such overdue amount is due until such amount is paid or duly provided for, and such interest
on any overdue amount shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest, which shall be the [●] or [●] (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually
paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements
of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.


 





 



1 If the Securities of the applicable
series are to be sold “flat,” insert the date of original issuance of Securities of such series. If the Securities of the
applicable series are to be issued “with accrued interest,” insert the Interest Payment Date for Securities of such series
next preceding the date of original issuance of Securities of such series.


 






    17


     


    

 


[If the Security is not to
bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default
in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of [●]% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall
be payable on demand. Any such interest on overdue principal or premium that is not paid on demand shall bear interest at the rate of
[●]% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such
demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]


 


Payment of the principal of
(and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose, which is initially the corporate trust office of the Trustee in Minneapolis, Minnesota, in
such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts,
against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest
becomes payable on a day other than an Interest Payment Date; provided, however, that if this Security is not a Global Security, (i) payment
of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by
check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding
clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at
least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment
Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire
transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying
an account at a bank in the United States of America, the Company shall make such payment by wire transfer of immediately available funds
to such account at such bank, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as
to such Holder and this Security unless and until new instructions are given in the manner described above; provided further, that notwithstanding
anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures
of the Depositary as permitted in the Indenture.


 






    18


     


    

 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly signed manually or by facsimile by its duly authorized officer.


 


	 	DIAMONDBACK
    ENERGY, INC.,
 a Delaware corporation
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 




 


Section
203          Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of December 13, 2022 (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors, if any, and Computershare Trust
Company, National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantors, if any, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof [if applicable, insert — limited in aggregate principal amount to $[●] ]. 


 


This Security is the general,
unsecured obligation of the Company [if applicable, insert — and is guaranteed pursuant to a guarantee (the “Guarantee”)
by [insert name of each Guarantor] and any other Person who shall become such in accordance with the Indenture (the “Guarantors”).
The Guarantee by each Guarantor is the general, unsecured, senior obligation of such Guarantor, subject to the release and discharge thereof
as provided in the Indenture].


 


[If applicable, insert —
The Securities of this series are subject to redemption upon not less than 10 days’ nor more than 60 days’ notice, at any
time [if applicable, insert — on or after [●], 20[●]], as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert —
on or before [●], [●]%, and if redeemed] during the 12-month period beginning [●] of the years indicated,


 






    19


     


    

 


	
    Year
	
    Redemption
    Price
	
    Year
	
    Redemption
    Price

	 	 	 	 
	 	 	 	 
	 	 	 	 


 


and
thereafter at a Redemption Price equal to [●]% of the principal amount, together in the case of any such redemption with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]]


 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice, (1) on [●] in any year commencing
with the year [●] and ending with the year [●] through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert — on or after [●], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning [●] of the years indicated,


 


	
    Year
	
    Redemption
    Price for Redemption Through Operation of the Sinking Fund
	
    Redemption
    Price for Redemption Otherwise Than Through Operation of the Sinking Fund

	 	 	 
	 	 	 
	 	 	 


 


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


 


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


 


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


 






    20


     


    

 


[If the Security is subject
to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


[If applicable, insert —
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants
and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


 


[If applicable, insert —
As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security
are guaranteed by each of the Guarantors pursuant to the Indenture [as indicated in the notation of guarantee endorsed hereon]. The Indenture
provides that a Guarantor shall be released from its Guarantee upon compliance with certain conditions.]


 


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


 


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


 






    21


     


    

 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company [if applicable,
insert — and the Guarantors] and the rights of the Holders of the Securities to be affected under the Indenture at any time
by the Company[if applicable, insert — and the Guarantors] and the Trustee with the consent of the Holders of a majority
in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities)
of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be
affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than
all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of
any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained
in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding to be affected
under the Indenture (considered together as one class for this purpose and such affected Securities potentially being Securities of the
same or different series and, with respect to any particular series, potentially comprising fewer than all the Securities of such series),
on behalf of the Holders of all Securities so affected, to waive compliance by the Company [if applicable, insert — and the Guarantors]
with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained
in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding of any
series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences,
in the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of
any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default and offered the Trustee security or indemnity reasonably satisfactory to it,
and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed [if applicable, insert — or alter or impair the obligation of each Guarantor, which is absolute
and unconditional, to pay pursuant to its Guarantee].


 


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


 






    22


     


    

 





The Securities of this series
are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


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


 


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


 


[If this Security is a Global
Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities,
including the limitations therein on transfers and exchanges of Global Securities.]


 


This Security and the Indenture
shall be governed by and construed in accordance with the law of the State of New York.


 


All terms used in this Security
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Section
204          Form of Legend for Global Securities.
Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated
and delivered hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


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


 






    23


     


    

 


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


 


	Dated:	[_______________], as Trustee
	 	 
	 	By:	                
	 	Authorized Signatory




 


Article
III

THE SECURITIES


 


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


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and, subject to Section
303, set forth, 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:


 


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


 


(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, Section 305, Section 306, Section 906 or Section 1107 and except for any Securities
that, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


(3)              
the Person to whom any interest on a 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;


 


(4)              
the date or dates on which the principal of any Securities of the series is payable or the method of determination thereof and
the amount of principal that will be payable;


 


(5)              
the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or contingent
interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, and the date or dates from
which such interest shall accrue or the method of determination thereof;


 


(6)              
the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable
on any Interest Payment Date;


 


(7)              
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the
manner in which any payment may be made;


 






    24


     


    

 


(8)              
the Company’s option, if any, to redeem or prepay the Securities of the series, in whole or in part, the period or periods
within which, and the price or prices at which, such redemption or prepayment may occur, and the other terms and conditions of any such
redemptions or prepayments;


 


(9)              
the Company’s obligation, if any, whether pursuant to a sinking fund or otherwise, to redeem, purchase, repurchase, or offer
to purchase or repurchase, the Securities of the series, in whole or in part, the period or periods within which, and the price or prices
at which, such redemption, purchase or repurchase must occur, and the other terms and conditions of any such redemptions, purchases and
repurchases;


 


(10)          
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities
of the series shall be issuable;


 


(11)          
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(12)          
if other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies
or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable, or shall at the
election of the Company or the Holder thereof be payable, and the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America
and applying the definition of “Outstanding” in Section 101, and, in the case of an election, the periods within which and
the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be
determined);


 


(13)          
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series that shall
be payable upon acceleration of the Maturity thereof pursuant to Section 502;


 


(14)          
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount that shall be deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal amount thereof that shall be due and payable upon any Maturity other
than the Stated Maturity or that shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined);


 


(15)          
if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302
or Section 1303 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections,
any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to
satisfy the requirements of Section 1304(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in
which any election by the Company to defease such Securities shall be evidenced;


 






    25


     


    

 


(16)          
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any
such Global Security in addition to or in lieu of that set forth in Section 204, any addition to, elimination of or other change in the
circumstances set forth in Clause (2) of the penultimate paragraph of Section 305 in which any such Global Security may be exchanged in
whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges
or transfers of any such Global Security;


 


(17)          
any addition to, elimination of or other change in the Events of Default that apply to any Securities of the series, any changes
in the applicable notice or cure periods (which may be no period), and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 502, or the automatic acceleration of such
principal amount;


 


(18)          
any addition to, elimination of or other change in the covenants set forth in Article X that applies to Securities of the series;


 


(19)          
if applicable, that Persons other than those specified in Section 111 shall have such benefits, rights, remedies and claims with
respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such
Securities;


 


(20)          
any change in the actions permitted or required under this Indenture to be taken by or on behalf of the Holders of the Securities
of the series, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of
any specific Securities of the series rather than or in addition to the Holders of all Securities of the series;


 


(21)          
any provisions for subordination of any Securities of the series to other obligations of the Company (including Securities of other
series);


 


(22)          
whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction
for taxes, assessments or governmental charges paid by Holders of the series;


 


(23)          
if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other
than those set forth in Section 305 in which any such Global Security may be transferred to, and registered and exchanged for Securities
registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer
may be registered;


 






    26


     


    

 


(24)          
whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who
is not a “U.S. Person” or otherwise has a specified status in respect of any tax, assessment or governmental charge withheld
or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional
amounts;


 


(25)          
if the 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
terms of such certificates, documents or conditions;


 


(26)          
whether the Securities of the series are to be convertible into or exchangeable for common stock or any other security or property,
including, without limitation, securities of another Person held by the Company or its Affiliates, and, if so, the terms thereof;


 


(27)          
any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be
converted into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in
lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;


 


(28)          
whether the Securities of the series will be guaranteed, and, if so, the terms and conditions of such Guarantees, if such terms
differ from those set forth in Section 1401, and the names of, or the method of determination or identification of, the Guarantors; and
any deletions from, or modifications or additions to, the provisions of Article XIV or any other provisions of this Indenture in connection
with the Guarantees of the Securities of the series;


 


(29)          
if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent; and


 


(30)          
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 901(5)).


 


If
the Securities of the series are to be guaranteed by any Guarantor pursuant to Article XIV, there shall be established in or pursuant
to a Guarantor’s Board Resolution of such Guarantor and, subject to Section 303, set forth, or determined in the manner provided,
in a Guarantor’s Officer’s Certificate of such Guarantor, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of the series, the terms of the Guarantee by such Guarantor with respect to the Securities of the series,
if such terms differ from those set forth in Section 1401.


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided,
in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and, unless otherwise provided pursuant to this Section 301 for any series, after issuance of Securities
of such series, such series may be reopened for issuances of additional Securities of that series.


 






    27


     


    

 


The
terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant
to this Section 301. The matters referenced in any or all of Clauses (1) through (30) above may be established and set forth or
determined as aforesaid with respect to all or any specific Securities of a series (in each case to the extent permitted by the Trust
Indenture Act).


 


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


 


If any of the terms of the
Guarantee by any Guarantor of the Securities of the series are established by action taken pursuant to a Guarantor’s Board Resolution
of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such
Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor’s Officer’s Certificate of such Guarantor
setting forth the terms of such Guarantee.


 


Section
302          Denominations.
The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section
303          Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, President, an Executive Vice President or a Vice President of the Company (or any other officer of the Company
designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature
of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any notation
of guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms
of such Securities provide for the execution of such notation of guarantee by such Guarantor (it being understood and agreed that the
terms of Securities of any series may, but need not, provide for the execution of any notation of guarantee by any Guarantor), such notation
of guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, President, an Executive Vice President or a Vice President of such Guarantor (or any other officer of such Guarantor
designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to
time). The signature of any of these officers on any notation of guarantee may be manual or facsimile.


 






    28


     


    

 


Securities bearing the manual
or facsimile signature of an individual who was at any time the proper officer of the Company shall bind the Company and any Guarantor
of such Securities, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such
Securities or did not hold such office at the date of such Securities.


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any notations of guarantee by any
Guarantor, such notations of guarantee endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication,
together with a Company Order and, if any notation of guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order
of such Guarantor, for the authentication and delivery of such Securities with any such notations of guarantee endorsed thereon, and the
Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such notations of guarantee endorsed
thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or
the form or terms of any notations of guarantee have been established by or pursuant to one or more Guarantor’s Board Resolutions
of such Guarantor as permitted by Section 201 and Section 301, in authenticating such Securities with any such notations of guarantee
endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)              
if the form of such Securities or any notation of guarantee by any Guarantor endorsed thereon has been established by or pursuant
to Board Resolution or Guarantor’s Board Resolution of such Guarantor, as permitted by Section 201, that such form has been established
in conformity with the provisions of this Indenture;


 


(2)              
if the terms of such Securities or any notation of guarantee thereof by a Guarantor have been established by or pursuant to Board
Resolution or Guarantor’s Board Resolution of such Guarantor as permitted by Section 301, that such terms have been established
in conformity with the provisions of this Indenture; and


 


(3)              
that when such Securities have been authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, such Securities and the Guarantee set forth in the Indenture will constitute valid
and legally binding obligations of the Company or such Guarantor, respectively, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles and subject to any limitation with respect to payments in currency other than
U.S. dollars and other customary assumptions, exceptions, qualifications and limitations.


 






    29


     


    

 


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


 


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


 


Each Security shall be dated
the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section
309, 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.


 


Section
304          Temporary Securities.
Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order and, if any notations
of guarantee by a Guarantor are to be endorsed on such Securities, a Guarantor Order of such Guarantor, the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officer executing such Securities or notations of guarantee, respectively, may determine,
as evidenced by such officer’s execution of such Securities or notations of guarantee, respectively.


 


If temporary Securities of
any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company, and if applicable, the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 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 and tenor.


 






    30


     


    

 


Section
305          Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at each office or agency of the Company designated as a Place of Payment pursuant to the first paragraph
of Section 1002 a register (the register, maintained in each such office or agency of the Company designated as a Place of Payment,
being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided.


 


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


 


At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company and, if applicable, the Guarantors shall execute, and the Trustee shall authenticate and deliver,
the Securities, which the Holder making the exchange is entitled to receive.


 


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


 


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


 


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, Section 906 or Section 1107 not involving any transfer.


 


If
the Securities of any series (or of any series and specified tenor) are to be redeemed in whole or in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may
be) during a period beginning at the opening of business 15 days before the day of selection of any such Securities for redemption under
Section 1103 and ending at the close of business on the day of such selection (or during such period as otherwise specified pursuant
to Section 301 for such Securities), or (B) to register the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.


 






    31


     


    

 


The provisions of Clauses
(1), (2), (3) and (4) below shall apply only to Global Securities:


 


(1)              
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this Indenture.


 


(2)              
Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as
contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary has notified the Company that it (i) is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, or (B) the Company has executed and delivered to
the Trustee a Company Order stating that such Global Security shall be exchanged in whole for Securities that are not Global Securities
(in which case such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind specified in Clause
(A) above or has delivered a Company Order of the kind specified in Clause (B) above, it may, in its sole discretion, designate a successor
Depositary for such Global Security within 90 days after receiving such notice or delivery of such order, as the case may be. If the Company
designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global
Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor
Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and (4) of this provision shall continue to apply thereto.


 


(3)              
Subject to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any
exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)              
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section 305, Section 304, Section 306, Section 906 or Section 1107 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.


 


Every Person who takes or
holds any beneficial interest in a Global Security agrees that:


 






    32


     


    

 


(1)              
the Company and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative
of such Person;


 


(2)              
such Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those
established by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary;


 


(3)              
the Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions
of principal and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary; and


 


(4)              
none of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.


 


Section
306          Mutilated, Destroyed, Lost and Wrongfully Taken Securities.
If (a) any mutilated Security is surrendered to the Trustee or (b) both (i) there shall be delivered to the Company and the Trustee (A)
a claim by a Holder as to the destruction, loss or wrongful taking of any Security of such Holder and a request thereby for a new replacement
Security of the same series, and (B) such indemnity bond as may be required by them to save each of them and any agent of either of them
harmless and (ii) such other reasonable requirements as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial
Code have been satisfied, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a “protected
purchaser” within the meaning of Section 8-405 of the Uniform Commercial Code, the Company, and, if applicable, the Guarantors,
shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or wrongfully
taken Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding.


 


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


 


Upon
the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every
new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or wrongfully taken Security shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken Security
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.


 






    33


     


    

 


The
provisions of this Section 306 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 wrongfully taken Securities.


 


Section
307          Payment of Interest; Interest Rights Preserved.
Except as otherwise provided as contemplated by Section 301 with respect to any Securities of a series, interest on any Security
that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest (or,
if no business is conducted by the Trustee at its Corporate Trust Office on such date, at 5:00 P.M. New York City time on such date).


 


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


 


(1)              
The Company may elect to make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names
such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each of such Securities and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each
Holder of such Securities in the manner set forth 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 names such Securities (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).


 






    34


     


    

 


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


 


Except
as may otherwise be provided in this Section 307 or as contemplated in Section 301 with respect to any Securities of a series,
the Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date
shall be the Holder of such Security on the day such interest is paid.


 


Subject
to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.


 


In the case of any Security
that is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for)
shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security
that is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable.


 


Notwithstanding the foregoing,
the terms of any Security that may be converted may provide that the provisions of the immediately preceding paragraph do not apply, or
apply with such additions, changes or omissions as may be provided thereby, to such Security.


 


Section
308          Persons Deemed Owners.
Prior to due presentment of a Security for registration of transfer, the Company, any Guarantor and the Trustee and any agent of the Company,
any Guarantor or the Trustee shall treat the Person in whose name such Security is registered as the owner of such Security for the purpose
of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, any Guarantor, the Trustee nor any agent of the
Company, any Guarantor or the Trustee shall be affected by notice to the contrary.


 


Section
309          Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 309, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled
Securities in accordance with its standard procedures and deliver a certificate of such disposition to the Company upon its written request
therefor.


 






    35


     


    

 


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


 


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


 


Article
IV

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 the Securities of any series and any Guarantees
of such Securities (except as to any surviving rights of conversion, registration of transfer or exchange of any such Security expressly
provided for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when:


 


(1)              
either


 


(A)            
all such Securities theretofore authenticated and delivered (other than (i) Securities that have been destroyed, lost or wrongfully
taken and that have been replaced or paid as provided in Section 306 and (ii) Securities for the payment of which money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 






    36


     


    

 


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


 


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


 


(2)              
the Company and the Guarantors (if any) have paid or caused to be paid all other sums payable hereunder by the Company and the
Guarantors (if any) with respect to such Securities; and


 


(3)              
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may
be subject to customary assumptions and exclusions), each stating that all conditions precedent herein relating to the satisfaction and
discharge of this Indenture with respect to such Securities have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee
under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614, and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section 401 with respect to such Securities, the obligations
of the Company of such series under Section 1002 and the obligations of the Trustee under Section 402, Section 606 and the last paragraph
of Section 1003 with respect to such Securities shall survive such satisfaction and discharge.


 


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 with
respect to Securities of any series shall be held in trust and applied by it, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money
has been deposited with the Trustee. All moneys deposited with the Trustee pursuant to Section 401 (and held by it or any Paying Agent)
for the payment of Securities subsequently converted shall be returned to the Company upon Company Request, to the extent originally deposited
by the Company. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 401,
without distinction between principal and income, in (1) U.S. Government Obligations with a maturity of one year or less or (2) a money
market fund that invests solely in short-term U.S. Government Obligations and from time to time the Company may direct the reinvestment
of all or a portion of such money in other securities or funds meeting the criteria specified in Clause (1) or (2) of this sentence.


 






    37


     


    

 


Article
V

REMEDIES


 


Section
501          Events of Default.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, “Event
of Default,” wherever used herein with respect to the Securities of that 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 upon any Security of that series when it 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 any premium 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 any Security of that series and continuance
of such default for a period of 60 days; or


 


(4)              
default in the performance, or breach, of any covenant of the Company in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities 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)              
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days (provided that, if any Person becomes the successor to the Company pursuant to Article
VIII and such Person is a corporation, partnership, limited liability company or trust organized and validly existing under the law of
a jurisdiction outside the United States, each reference in this Clause (5) to an applicable Federal or State law of a particular kind
shall be deemed to refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is the
successor to the Company hereunder and is so organized and existing); or


 






    38


     


    

 


(6)              
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due (provided that, if any Person becomes the successor to the Company pursuant to Article VIII and such Person is a corporation,
partnership, limited liability company or trust organized and validly existing under the law of a jurisdiction outside the United States,
each reference in this Clause (6) to an applicable Federal or State law of a particular kind shall be deemed to refer to such law or any
applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is the successor to the Company hereunder and is so
organized and existing); or


 


(7)              
if Article XIV has been made applicable with respect to such Securities, any Guarantee of the Securities of such series by any
Guarantor shall cease to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void
in a judicial proceeding or the Guarantor denies or disaffirms its obligations under this Indenture or its Guarantee, in each case unless
the Guarantee has been released pursuant to the terms of this Indenture; or


 


(8)              
any other Event of Default provided with respect to Securities of that series in accordance with Section 301.


 


Section
502          Acceleration of Maturity; Rescission and Annulment.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, if an Event of Default
(other than an Event of Default specified in Section 501(5) or Section 501(6)) with respect to Securities of that 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 of all the Securities of that series (or, in the case of any Security of that
series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified
by the terms thereof) to be due and payable immediately, by a notice in writing to the Company and any Guarantor of the Securities of
that series (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together
with any accrued and unpaid interest thereon, shall become immediately due and payable. Except as may otherwise be provided pursuant to
Section 301 for all or any specific Securities of any series, if an Event of Default specified in Section 501(5) or Section 501(6) with
respect to Securities of that series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, in
the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof,
such amount as may be specified by the terms thereof), together with any premium thereon and accrued and unpaid interest thereon, shall
automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.


 






    39


     


    

 


Except
as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a
declaration of acceleration with respect to Securities of that series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company, any Guarantor of the Securities of that series and the Trustee,
may rescind and annul such declaration and its consequences if


 


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


 


(A)            
all overdue interest on all Securities of that series,


 


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


 


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


 


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


 


(2)              
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 






    40


     


    

 


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 Company covenants that if


 


(1)              
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 60 days, or


 


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


 


the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and
any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
and premium 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.


 


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


 


Section
504          Trustee May File Proofs of Claim.
In case of any judicial proceeding relative to the Company, any Guarantor or any other obligor upon the Securities, their property or
their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. The Trustee
shall be authorized 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 607.


 


No provision of this Indenture
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 any Guarantee 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; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 






    41


     


    

 


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


 


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


 


FIRST:
To the payment of all amounts due the Trustee under Section 607;


 


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


 


THIRD: To the payment of the
remainder, if any, to the Company, any Guarantor or to whomsoever may be lawfully entitled to receive the same as a court of competent
jurisdiction may direct.


 


Section
507          Limitation on Suits.
Except pursuant to Section 508, no Holder of any Security of any series shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


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


 






    42


     


    

 


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


 


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


 


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


 


Section
508          Unconditional Right of Holders to Receive Principal, Premium and Interest
and to Convert. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of
and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance
with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, 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 and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, any Guarantors, 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 wrongfully taken Securities in
the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section
511          Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or 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.


 






    43


     


    

 


Section
512          Control by Holders.
The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that


 


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


 


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


 


(3)              
subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section
513          Waiver of Past Defaults.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, the Holders of not
less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities) of the Outstanding Securities of any series to be affected under this Indenture may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default


 


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


 


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


 


Upon any such waiver with
respect to any series, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
with respect to such series for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon. A waiver of any past default and its consequences given by or on behalf of any Holder of Securities
in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such
purchase, tender or exchange.


 


Section
514          Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that neither this Section 514 nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, any
Guarantor or the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security in accordance with its
terms.


 






    44


     


    

 


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

THE TRUSTEE


 


Section
601          Certain Duties and Responsibilities.


 


(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 as are provided
by the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(B)             
the Trustee may in good faith 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.


 


(2)              
In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 






    45


     


    

 


(3)              
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that


 


(A)            
this Subsection shall not be construed to limit the effect of the first paragraph of this Section 601;


 


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


 


(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 any series, determined as provided in
Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


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


 


(4)              
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 601.


 


(5)              
No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. 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 unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or direction.


 


Section
602          Notice of Defaults.
If a default or Event of Default occurs and is continuing hereunder with respect to Securities of any series, and if it is known to
the Trustee, the Trustee shall mail or otherwise send to the Holders of Securities of such series notice of such default or Event of
default within 90 days after the Trustee gains knowledge of the default or Event of Default unless such default or Event of Default
shall have been cured or waived before the giving of such notice. Except in the case of a default or Event of Default in payment of
principal of, premium or interest on Securities of any series, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities
of such series. For the purpose of this Section 602, Section 603 and Section 1005, the term
 “default” means, with respect to Securities of any series, any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of such series.


 






    46


     


    

 


Section
603          Certain Rights of Trustee.
Subject to the provisions of Section 601:


 


(1)              
the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, 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;


 


(2)              
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
and any request or direction of a Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor Request or Guarantor Order
of such Guarantor, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution and any resolution
of a Guarantor’s Board of Directors may be sufficiently evidenced by a Guarantor’s Board Resolution;


 


(3)              
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) shall be
entitled to receive and may, in the absence of bad faith on its part, conclusively rely upon, and shall not be liable for any action it
takes or omits to take in good faith in reliance upon, an Officer’s Certificate or, if such matter relates to a Guarantor, a Guarantor’s
Officer’s Certificate of such Guarantor or an Opinion of Counsel;


 


(4)              
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 from liability in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;


 


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


 


(6)              
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company and, if applicable, the Guarantors, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 






    47


     


    

 


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


 


(8)              
the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed
by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded;


 


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


 


(10)          
the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture;


 


(11)          
the rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder; and


 


(12)          
the Trustee shall not be required to provide bond or other security with respect to the performance of its duties and powers.


 


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


 


Section
605          May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 608 and Section 613,
may otherwise deal with the Company or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.


 






    48


     


    

 


Section
606          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 or by any other
provision of this Indenture. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed in writing with the Company or any Guarantor.


 


Section
607          Compensation and Reimbursement.


 


(1)              
The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent
and Security Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance
with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable and customary disbursements,
advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting
from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and customary
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(2)              
The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses
(including reasonable attorneys’ fees and court costs) incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Indenture, including the costs and expenses (including reasonable attorneys’ fees and court costs) of enforcing
this Indenture against the Company (including this Section 607) and defending itself against any claim (whether asserted by either of
the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability, expense or cost is the result of the Trustee’s own negligence or willful
misconduct as found by a court of competent jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim,
but the Company shall be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume
the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand,
with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. None of the Company nor the Guarantors need reimburse the Trustee for any expense or
indemnity against liability or loss of the Trustee to the extent such expense, liability or loss is the result of its own negligence or
willful misconduct.


 


(3)              
As security for the performance of the obligations of the Company under this Section 607 the Trustee shall have a lien prior to
the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (and premium, if any) or interest on Securities of such series. Such lien shall survive satisfaction and discharge
of this Indenture.


 






    49


     


    

 


(4)              
Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 501(5) and Section 501(6), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
Federal or State bankruptcy, insolvency or other similar law. To the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under this Section 607 out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 


(5)              
The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee.


 


Section
608          Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than one series.


 


Section
609          Corporate Trustee Required; Eligibility.
There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such, has a combined capital and surplus of at least $100,000,000 and has its Corporate Trust Office in the continental United States
of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising
or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the
provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section
610          Resignation and Removal; Appointment of Successor.
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 611.


 






    50


     


    

 


The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within
60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of a notice of removal
pursuant to this paragraph, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


If at any time:


 


(1)              
the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or


 


(2)              
the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


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


 


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


 


If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If an instrument
of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal,
the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series. If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become
the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such series.


 






    51


     


    

 


The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
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
611          Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor Trustee with respect to all Securities, such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, any Guarantor and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder.


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, any 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 the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


 






    52


     


    

 


Upon request of any such successor
Trustee, the Company and any Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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


 


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


 


Section
614          Appointment of Authenticating Agent.
The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer,
partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be
a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to 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 Authenticating Agent publishes reports of condition at least annually
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.


 






    53


     


    

 


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 614, without the execution or filing of any paper or any further act on the part
of the Trustee, the Company, the Authenticating Agent or such successor corporation.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent with
respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders
of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all 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
614.


 


The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
614, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607.


 






    54


     


    

 


If
an appointment is made pursuant to this Section 614 with respect to Securities of any series, 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:


 


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


 


	 	[_______________],
	 	as
    Trustee
	 	 
	 	By	[NAME
    OF AUTHENTICATING AGENT],
	 	 	as
    Authenticating Agent
	 	 
	 	By:	 
	 	Authorized
    Signatory




 


Article
VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
701          Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee


 


(1)              
semi-annually, not later than May 15 and November 15 in each year, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Securities of each series as of the immediately preceding May 1 or November 1 as the case
may be, and


 


(2)              
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided, however, that if and so long as the
Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities.


 


Section
702          Preservation of Information; Communications to Holders.
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new
list so furnished.


 


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


 


Every Holder of Securities,
by receiving and holding the same, agrees with the Company, any Guarantor and the Trustee that neither of the Company nor the Guarantors
(if applicable) nor the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to
names and addresses of Holders made pursuant to the Trust Indenture Act.


 






    55


     


    

 



 


Section
703          Reports by Trustee.
The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


Reports so required to be
transmitted at stated intervals of not more than 12 months shall be transmitted no later than April 15 and shall be dated as of April
1 in each calendar year, commencing after the issuance of Securities.


 


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


 


Section
704          Reports by Company and Guarantors.
The Company and any Guarantor shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, if any, at the times and in the manner
provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act need not be filed with the Trustee until the 15th day after the same are actually filed with
the Commission. The Company and any Guarantor will be deemed to have furnished such reports to the Trustee if it has filed such reports
with the SEC using the EDGAR filing system and such reports are publicly available. The Trustee has no duty or obligation to monitor if
such information, documents and other reports have been so filed or are publicly available. 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 compliance by the Company
or any Guarantor with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates
or Guarantor’s Officer’s Certificates, as the case may be).


 






    56


     


    

 


Article
VIII

CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE


 


Section
801          Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, convey,
transfer or lease all or substantially all of its properties and assets on a consolidated basis to, any Person, unless:


 


(1)              
the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation, limited
liability company, partnership, trust or other entity organized and validly existing under the laws of the United States, any State thereof
or the District of Columbia;


 


(2)              
the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee,
in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed
and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance
with its terms;


 


(3)              
immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or
any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing; and


 


(4)              
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent provided for in this Indenture relating to such transaction have
been complied with.


 


Section
802          Successor Substituted.
Upon any consolidation of the Company with, or merger of the Company with or into, or any sale, conveyance, transfer or lease of all or
substantially all the properties and assets of the Company on a consolidated basis to, any Person, in each case in accordance with Section
801, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if the Successor Company had been named as the Company herein, and thereafter the predecessor Company
shall be relieved of all obligations and covenants under this Indenture and the Securities, except in the case of a lease of all or substantially
all of the properties and assets of the Company on a consolidated basis, in which case the predecessor Company shall not be released from
the obligation to pay the principal of, any premium on, and interest on the Securities.


 






    57


     


    

 


Article
IX

SUPPLEMENTAL INDENTURES


 


Section
901          Supplemental Indentures Without Consent of Holders.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, without the consent
of any Holders, the Company, each of the Guarantors, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)              
to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants
of the Company or such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; or


 


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


 


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


 


(4)              
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form; or


 


(5)              
to add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series or any
Guarantees thereof (and if such addition, change or elimination is to apply with respect to less than all Securities of such series or
Guarantees thereof, stating that it is expressly being made to apply solely with respect to such Securities within such series or Guarantees
thereof), provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series or Guarantees
thereof created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security
Outstanding; or


 


(6)              
to secure the Securities or any Guarantees; or


 


(7)              
to establish the form or terms of all or any Securities of any series and any Guarantees thereof as permitted by Section 201 and
Section 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 611; or


 






    58


     


    

 


(9)              
to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted
into securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance,
payment or conversion of such Securities; or


 


(10)          
to add any Person as a Guarantor under this Indenture, to add additional Guarantees or additional Guarantors in respect of any
Outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its
Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this
Indenture; or


 


(11)          
to conform the text of this Indenture or any Securities to any provision of the “Description of Debt Securities” or
 “Description of the Notes” (or comparable) section in any offering memorandum, prospectus or prospectus supplement of the
Company prepared from time to time with respect to the offer and sale of Securities of any series, to the extent that such provision was
intended to be a verbatim recitation of a provision of this Indenture or the Securities, which intent will be established by an Officer’s
Certificate; or


 


(12)          
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant
to this Clause (12) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.


 


The Trustee is hereby authorized
to join with the Company and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements
and stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section
902          Supplemental Indentures With Consent of Holders.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series or Guarantees thereof,
with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Securities) of the Outstanding Securities of all series affected by such supplemental indenture (considered
together as one class for this purpose and such affected Securities potentially being Securities of the same or different series and,
with respect to any series, potentially comprising fewer than all the Securities of such series), by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution, each of the Guarantors when authorized by a Guarantor’s
Board Resolution of such Guarantor, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities of such series under this Indenture or any Guarantees of such Securities; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby (including consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Securities),


 






    59


     


    

 


(1)              
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security that would be due and payable upon acceleration of the Maturity
thereof pursuant to Section 502, or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would
not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security 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, on or after the Redemption Date), or


 


(2)              
if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s
right to require repurchase or conversion of such Security on the terms provided therein, or


 


(3)              
reduce the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together
as one class, as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent
of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance
with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(4)              
if any Security is guaranteed by the Guarantee of any Guarantor, release such Guarantor from any of its obligations under such
Guarantee except in accordance with the terms of this Indenture; or


 


(5)              
modify any of the provisions of this Section 902, Section 513 or Section 1006, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes
in the references to the “Trustee” and concomitant changes in this Section 902 and Section 1006, or the deletion
of this proviso, in accordance with the requirements of Section 611 and Section 901(8).


 






    60


     


    

 


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


 


It
shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. A consent to any indenture supplemental hereto
by or on behalf of any Holder of Securities given in connection with a purchase of, or tender or exchange offer for, such Holder’s
Securities will not be rendered invalid by such purchase, tender or exchange.


 


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 (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel and Officer’s Certificate and Guarantor’s Officer’s Certificate,
as the case may be, 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 that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


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.


 


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 the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company,
to any such supplemental indenture may be prepared and executed by the Company and, if applicable, the Guarantors and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Section
907          Waivers.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, past defaults and
compliance with certain provisions of this Indenture may be waived in certain circumstances by Holders are provided in Section 513 and
Section 1006, respectively.


 






    61


     


    

 


Article
X

COVENANTS


 


Section
1001      Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section
1002      Maintenance of Office or Agency.
The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange,
where Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of
the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company and each Guarantor hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.


 


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


 


With
respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301,
the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for
payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however,
that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global
Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this
Indenture.


 


Section
1003      Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act.


 






    62


     


    

 


Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to 12:30 P.M., New York City time,
on each due date of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited
any trust funds with a trustee pursuant to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 


The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent
will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any
default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities
of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.


 


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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid, subject to applicable escheatment laws, to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date
of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section
1004      Corporate Existence.
Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence, rights (charter and statutory), licenses and franchises; provided, however, that the Company will not be required
to preserve any such right, license or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company.


 






    63


     


    

 


Section
1005      Statement by Officer as to Default.
The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof,
an Officer’s Certificate, stating that a review of the activities of the Company and any Guarantors during the preceding fiscal
year has been made under the supervision of the signing Officer with a view to determining whether the Company and each Guarantor (if
any) has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding
and further stating, as to such Officer signing such certificate, that to such Officer’s  knowledge, the Company
and each Guarantor (if any) has complied with all conditions and covenants under this Indenture with respect to Securities
of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this
Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect
to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be
continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company or
such Guarantor is taking or propose to take with respect thereto).


 


Section
1006      Waiver of Certain Covenants.
Except as otherwise provided pursuant to Section 301 for all or any Securities of any series, the Company may, with respect to
all or any Securities of any series, omit in any particular instance to comply with any covenant, term, provision or condition set forth
in this Indenture for the benefit of the Holders of such series if, before the time for such compliance, the Holders of a majority in
principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all
Outstanding Securities affected by such waiver (considered together as one class for this purpose and such affected Securities potentially
being Securities of the same or different series and, with respect to any particular series, potentially comprising fewer than all the
Securities of such series) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such covenant, term, provision or condition, but no such waiver shall extend to or affect such covenant, term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties
of the Trustee in respect of any such covenant, term, provision or condition shall remain in full force and effect, and no such waiver
may be granted if a waiver of a past default under such covenant, term, provision or condition could not be granted pursuant to Section
513 or if such waiver would be prohibited by Section 508. A waiver of compliance given by or on behalf of any Holder of Securities in
connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase,
tender or exchange.


 






    64


     


    

 


Article
XI

REDEMPTION OF SECURITIES


 


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


 


Section
1102      Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be established in or pursuant to a Board Resolution or in another manner specified
as contemplated by Section 301 for such Securities. If the Company elects to redeem any Securities, the Company shall, at least
5 Business Days prior to the giving of notice of redemption (unless a shorter notice shall be satisfactory to the Trustee), give written
notice to the Trustee setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption
Date, (iii) the principal amount of Securities to be redeemed, (iv) the Redemption Price and (v) whether the Company requests the Trustee
to give notice of such redemption. In the case of any redemption of Securities (1) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company that
is subject to a condition specified in the terms of the Securities of the series to be redeemed, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or condition. Redemptions may be conditioned upon the
occurrence of conditions precedent with respect to the redemption.


 


Section
1103      Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not
more than 40 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate (or when the Securities are Global Securities, selected pursuant
to the Applicable Procedures of the Depositary) and which may provide for the selection for redemption of a portion of the principal amount
of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities
to be redeemed shall be selected not more than 40 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 






    65


     


    

 


If any Security selected for
partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as it may be) to be the portion selected for redemption. Securities that
have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of
such selection.


 


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


 


The provisions of the two
preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed
in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall
be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


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


 


Section
1104      Notice of Redemption.
Notice of redemption shall be given in the manner provided in Section 106 at least 10 but not more than 60 days prior to the Redemption
Date (or within such period as otherwise specified as contemplated by Section 301 for the relevant Securities), to each Holder of Securities
to be redeemed, at such Holder’s address appearing in the Security Register; provided, however, notice of redemption may be given
more than 60 days prior to the Redemption Date (i) when Securities are to be redeemed pursuant to Article IV of this Indenture, (ii) if
the notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the relevant Securities or (iii) as specified
in any indenture supplemental hereto applicable to such Securities.


 


All notices of redemption
shall identify the Securities to be redeemed (including CUSIP numbers, if any) and shall state:


 


(1)              
the Redemption Date,


 


(2)              
the Redemption Price,


 


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


 






    66


     


    

 


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


 


(5)              
the place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(6)              
the conditions precedent for the redemption, if any,


 


(7)              
for any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security
to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion, and


 


(8)              
that the redemption is for a sinking fund, if such is the case.


 


Notice of any redemption may,
at the Company’s discretion, be subject to one or more conditions precedent. If any such condition precedent has not been satisfied,
the Company shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date (or
such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice of redemption shall be rescinded or
delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice. Upon receipt, the Trustee shall provide
such notice to each Holder in the same manner in which the notice of redemption was given.


 


A notice of redemption need
not set forth the exact Redemption Price but only the manner of calculation thereof.


 


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


 


Section
1105      Deposit of Redemption Price.
Prior to 11:00 A.M., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
that are to be redeemed on that date, other than any Securities called for redemption on that date which have been converted prior to
the date of such deposit.


 


If
any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to
receive interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such trust.


 






    67


     


    

 


Section
1106      Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, unless the conditions precedent described in the notice of redemption for
the redemption have not been satisfied, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will 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 Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security.


 


Section
1107      Securities Redeemed in Part.
Any Security that is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the Company, and, if applicable, the Guarantors shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, 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.


 


Section
1108      No Limit on Repurchases.
Nothing in this Indenture or the Securities shall prohibit or limit the right of the Company or any Affiliate of the Company to repurchase
Securities from time to time at any price in open market purchases or private transactions at negotiated prices, by tender offer or otherwise,
in each case without any notice to or consent by Holders. Any Securities purchased by the Company or any Affiliate of the Company may,
to the extent permitted by law and at the discretion of the Company, be held, resold or delivered to the Trustee for cancellation. Any
such Securities delivered to the Trustee for cancellation may not be resold and shall be disposed of as directed by Company Order.


 






    68


     


    

 


Article
XII

SINKING FUNDS


 


Section
1201      Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.


 


The
minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is
herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the
cash amount of any 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 as provided for by the terms of such Securities.


 


Section
1202      Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as
a credit Securities of a series that have been converted in accordance with their terms or that have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities
of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed (or at such other
prices as may be specified for such Securities as contemplated in Section 301), for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section
1203      Redemption of Securities for Sinking Fund.
Not less than 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, that is to be satisfied by payment
of cash and the portion thereof, if any, that is to be satisfied by delivering and crediting Securities pursuant to Section 1202
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to 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 Company in the manner provided in Section
1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section
1106 and Section 1107.


 






    69


     


    

 


Article
XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section
1301      Company’s Option to Effect Defeasance or Covenant Defeasance.



 


Unless
otherwise designated pursuant to Section 301, the Securities of any series of Securities shall be subject to defeasance or covenant
defeasance pursuant to such Section 1302 or Section 1303, in accordance with any applicable requirements provided pursuant to Section
301 and upon compliance with the conditions set forth below in this Article. The Company may elect, at its option, at any time, to have
Section 1302 or Section 1303 applied to any Securities or any series of Securities so subject to Defeasance or Covenant Defeasance. Any
such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.


 


Section
1302      Defeasance and Discharge.
Upon the Company’s exercise of its option (if any) to have this Section 1302 applied to any Securities or any series of Securities,
as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided
in this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have satisfied all their other respective obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights
of Holders of such Securities to receive, solely from the trust fund described in Section 1304(1) and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable,
to convert such Securities in accordance with their terms, (2) the obligations of the Company with respect to such Securities under Section
304, Section 305, Section 306, Section 1002 and Section 1003, and, if applicable, their obligations with respect to the conversion of
such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. If the Company exercises
its Defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect to the Securities.
Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302 applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities. Upon the effectiveness of Defeasance
with respect to any series of Securities, each Guarantor of the Securities of such series shall be automatically and unconditionally released
and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under
this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without
the consent of the Holders of any Securities.


 






    70


     


    

 


Section
1303      Covenant Defeasance.
Upon the Company’s exercise of its option (if any) to have this Section 1303 applied to any Securities or any series of Securities,
as the case may be, (1) the Company shall be released from its obligations under Section 1004 and any covenants provided pursuant to Section
301(18), Section 901(2), Section 901(6) or Section 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of
any event specified in Section 501(4) (with respect to Section 1004 and any such covenants provided pursuant to Section 301(18), Section
901(2), Section 901(6) or Section 901(7) and Section 501(8) shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section 1303 on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Covenant Defeasance”)). For this purpose, such Covenant Defeasance means that, with respect
to such Securities, the Company and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities thereof shall be unaffected thereby.
If the Company exercises its Covenant Defeasance option, payment of the Securities may not be accelerated because of, and a default or
Event of Default shall be deemed not to exist as a result of or to arise out of, an Event of Default with respect to the failure of the
Company to comply with any covenants provided pursuant to Section 301(18), Section 901(2), Section 901(6) or Section 901(7). Upon the
effectiveness of Covenant Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall be
automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series
and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company,
any Guarantor or the Trustee and without the consent of the Holders of any Securities.


 


Section
1304      Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities,
as the case may be:


 


(1)              
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, and dedicated solely to, the benefits of the Holders of such Securities, (A) money
in an amount, or (B) U.S. Government Obligations 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, money in an amount, or (C) such other obligations
or arrangements as may be specified as contemplated by Section 301 with respect to such Securities, or (D) a combination thereof, in each
case sufficient (except in the case of clause (A), in the opinion of a nationally recognized firm of independent public accountants expressing
its opinion (or if a nationally recognized independent accounting firm declines or refuses to express such opinion, a certificate from
the chief financial officer of the Company expressing his or her opinion) that the payments of principal and interest when due and without
reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times
and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity
or redemption, as the case may be, expressed in a written certification thereof delivered to the Trustee) to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest
on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein,
 “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the United States of
America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, 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 depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 






    71


     


    

 


(2)              
In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) stating that (A) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there
has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)              
In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the Holders
of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 






    72


     


    

 


(4)              
No Event of Default with respect to such Securities or any other Securities (other than such an Event of Default with respect to
such Securities resulting solely from the incurrence of indebtedness or other borrowing of funds, or the grant of liens securing such
indebtedness or other borrowing, all or a portion of which are to be applied to such deposit) shall have occurred and be continuing at
the time of such deposit.


 


(5)              
Such Defeasance or Covenant Defeasance shall not result in a breach of, or constitute a default under, any other agreement or instrument
(other than this Indenture insofar as such Securities are concerned) to which the Company is a party or by which it is bound.


 


(6)              
The Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of such Securities over the other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding creditors of the Company.


 


(7)              
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Upon satisfaction of the conditions
set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the
Company terminates.


 


Section
1305      Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 1003, all money, U.S. Government Obligations and other obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306,
the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304
in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent
or any Guarantor of the Securities of the applicable series or any Subsidiary or Affiliate of the Company or any such Guarantor acting
as Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but money and U.S. Government Obligations so held in trust need not be segregated from other
funds except to the extent required by law.


 






    73


     


    

 


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 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 Outstanding Securities.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money, U.S. Government Obligations or other obligations held by it as provided in Section 1304 with respect to any Securities
that are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance,
as the case may be, with respect to such Securities.


 


Section
1306      Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the respective obligations under this Indenture and such Securities and, if applicable, Guarantees of such Securities from which the Company
and the applicable Guarantors have been discharged or released pursuant to Section 1302 or Section 1303 shall be revived and reinstated
as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent
is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article;
provided, however, that if the Company or any Guarantor makes any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company or such Guarantor, as the case may be, shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


Article
XIV

GUARANTEES


 


Section
1401      Guarantees.
Securities of any series that are to be guaranteed by the Guarantees of any Guarantors shall be guaranteed by such Guarantors as shall
be established pursuant to Section 301 with respect to the Securities of such series. The Persons who shall initially be the Guarantors
of the Securities of any such series may include any and all such Persons as the Company may determine; provided that, prior to the authentication
and delivery upon original issuance of Securities that are to be guaranteed by a Person, the Company, the Trustee and such Person shall
enter into a supplemental indenture pursuant to Section 901 hereof whereby such Person shall become a Guarantor under this Indenture.


 






    74


     


    

 


Securities
of any series that are to be guaranteed by the Guarantees of any Guarantors shall be guaranteed in accordance with the terms of such Guarantees
as established pursuant to Section 301 with respect to such Securities and such Guarantees thereof and (except as otherwise specified
as contemplated by Section 301 for such Securities and such Guarantees thereof) in accordance with this Article.


 


Each
Guarantor of any Security hereby fully and unconditionally guarantees to each Holder of such Security, and to the Trustee on behalf
of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security when and
as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise,
in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such
payment, such Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether
at the Stated Maturity or by acceleration, call for redemption or otherwise, and as if such payment were made by the Company.


 


The
Guarantor of any Security hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and
shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the
provisions of such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall,
without the consent of any Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, change any
redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity
of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon acceleration
or the maturity thereof pursuant to Section 502 of this Indenture.


 


The
Guarantor of any Security hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee
or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with
respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that its obligations hereunder
will not be discharged in respect of such Security except by complete performance of the obligations of such Guarantor contained in such
Security and in this Indenture. Any Guarantee of any Guarantor hereunder shall constitute a guaranty of payment and not of collection.
The Guarantor of any Security hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest,
if any, on such Security, whether at its Stated Maturity, by acceleration, call for redemption or otherwise, legal proceedings may be
instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture,
directly against such Guarantor to enforce the obligation of such Guarantor hereunder without first proceeding against the Company.


 


The
Guarantee by any Guarantor of any Security shall remain in full force and effect and continue notwithstanding any petition filed
by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of
creditors or a receiver or trustee being appointed for all or any significant part of the Company’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of such Security, is, pursuant
to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of 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 on a Security, such Security
shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored
or returned.


 






    75


     


    

 


No Guarantor shall consolidate
with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets on a consolidated
basis to any Person, in each case in a transaction in which the successor Person formed by such consolidation or merger or to which such
sale, conveyance, transfer or lease is made is an Affiliate of the Company (other than the Company or the Guarantor), unless, in any such
case:


 


(1)       the
resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a corporation, limited liability
company, partnership, trust, or other entity organized and validly existing under the laws of the United States, any State thereof or
the District of Columbia;


 


(2)       the
Successor Guarantor (if not the predecessor Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the performance or observance of every covenant of this Indenture and any Guarantees
on the part of such Guarantor to be performed or observed;


 


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


 


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


 


Upon
any consolidation of any Guarantor with, or merger of such Guarantor with or into, or any sale, conveyance, transfer or lease of all or
substantially all the properties and assets of such Guarantor on a consolidated basis to, any Person, in each case in accordance with
this paragraph, the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor
under this Indenture with the same effect as if the Successor Guarantor had been named as such Guarantor herein, and thereafter the predecessor
Guarantor shall be relieved of all obligations and covenants under this Indenture and any Guarantees of such Guarantor, except
in the case of a lease of all or substantially all of the properties and assets of the Guarantor on a consolidated basis, in which case
the predecessor Guarantor shall not be released from the obligation to pay the principal of, any premium on, and interest on the Securities.


 






    76


     


    

 


Each
Guarantor shall be released and discharged automatically and unconditionally from all its obligations under this Indenture and its Guarantees
with respect to a series of Securities, and will cease to be a Guarantor with respect to such Securities, without further action required
on the part of the Trustee or any Holder, (a) in the case of a Guarantor that is a Subsidiary of the Company, in the event the Guarantor
is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s)
capital stock so that it no longer constitutes a Subsidiary of the Company or the sale of all or substantially all of its properties and
assets on a consolidated basis (other than by lease)), and whether or not the Guarantor is the surviving entity in such transaction, to
a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company, (b) in connection with any Covenant Defeasance
or Defeasance pursuant to Article XIII or satisfaction and discharge of the Securities of that series pursuant to Article IV, or
(c) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of the Guarantor. The Trustee shall
deliver an appropriate instrument evidencing such release and discharge upon receipt of a Company Request accompanied by an Officer’s
Certificate certifying as to the compliance with this paragraph of Section 1401. The Company may, at its option, at any time and from
time to time, cause any Guarantor to be automatically and unconditionally released and discharged from all its obligations under its Guarantees
with respect to Securities of any series guaranteed by Guarantees of such Guarantor and under this Indenture upon (i) any conditions for
such release provided with respect to Securities of such series in accordance with Section 301 having been satisfied and (ii) delivery
by the Company to the Trustee of a Company Order relating to such release and discharge. The Trustee shall deliver an appropriate instrument
evidencing such release and discharge upon receipt of a Company Request accompanied by an Officer’s Certificate certifying as to
the compliance with this paragraph of Section 1401.


 


Anything in this Indenture,
the Securities or any Guarantee to the contrary notwithstanding, the obligations of any Guarantor under its Guarantees and this Indenture
shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, result
in the obligations of such Guarantor under its Guarantees and this Indenture not constituting a fraudulent advance or fraudulent transfer
under any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or
other law affecting the rights of creditors generally.


 


No Guarantee by any Guarantor
of any Security, whether or not such Guarantee is or is to be endorsed thereon, shall be valid and obligatory for any purpose with respect
to such Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.


 





 



 


This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart of this Indenture by facsimile or electronic transmission shall be
equally as effective as delivery of an original executed counterpart of this Indenture. Any party delivering an executed counterpart of
this Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Indenture, but failure
to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Indenture.


 






    77


     


    

 





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


 


	 	DIAMONDBACK ENERGY, INC.
	 	 
	 	By:	/s/ Teresa L. Dick
	 	Name:	Teresa L. Dick
	 	Title:	Executive Vice
President, Chief Accounting Officer and Assistant Secretary




 


Indenture Signature Page


 






    


     


    

 


		COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Niki Austin
	 	Name:	Niki
Austin
	 	Title:	Assistant
Vice President




 


Indenture Signature Page