22nd
Century Group, Inc.


 


TO


 


[_______],


 


Trustee


 


FORM OF INDENTURE


 


Dated as of [_______]


 


Debt Securities


 




    	 



    	 



    

 


22ND CENTURY GROUP, INC.


 


Reconciliation and tie between Trust
Indenture Act of 1939 and


Indenture, dated as of [_______]


 


	ss.310(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	609
	(b)	608, 610
	(c)	Not Applicable
	ss.311(a)	613
	(b)	613
	ss.312(a)	701, 702(a)
	(b)	702(b)
	(c)	702(c)
	ss.313(a)	703(a)
	(b)	703(a)
	(c)	703(a)
	(d)	703(b)
	ss.314(a)	704, 1006
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102
	ss.315(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
	ss.316(a)	101
	(a)(1)(A)	104(h), 502, 512
	(a)(1)(B)	104(h), 513
	(a)(2)	Not Applicable
	(b)	508
	(c)	104(h)
	ss.317(a)(1)	503
	(a)(2)	504
	(b)	1003
	ss.318(a)	107
	(c)	107


 


Note: This reconciliation and tie shall
not, for any


purpose, be deemed to be part of the
Indenture.


 




    	- i -



    	 



    

 





TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE One  Definitions and Other Provisions of General Application	5
	Section 101.	Definitions	5
	Section 102.	Compliance Certificates and Opinions	11
	Section 103.	Form of Documents Delivered to Trustee	11
	Section 104.	Acts of Holders	12
	Section 105.	Notices, etc., to Trustee and Company	14
	Section 106.	Notice to Holders; Waiver	14
	Section 107.	Conflict with Trust Indenture Act	15
	Section 108.	Effect of Headings and Table of Contents	15
	Section 109.	Successors and Assigns	15
	Section 110.	Separability Clause	15
	Section 111.	Benefits of Indenture	15
	Section 112.	Governing Law; Waiver of Jury Trial	15
	Section 113.	Legal Holidays	15
	Section 114.	Exemption from Individual Liability	16
	Section 115.	Counterparts	16
	Section 116.	Rules by Trustee, Paying Agent and Security Registrar	16
	 	 
	ARTICLE Two Debt Security Forms	16
	Section 201.	Forms Generally	16
	Section 202.	Form of Trustee’s Certificate of Authentication	17
	Section 203.	Debt Securities in Global Form	17
	 	 
	ARTICLE Three The Debt Securities	17
	Section 301.	Amount Unlimited; Issuance in Series	17
	Section 302.	Denominations	20
	Section 303.	Execution, Authentication, Delivery and Dating	20
	Section 304.	Temporary Debt Securities	23
	Section 305.	Registration; Registration of Transfer and Exchange	24
	Section 306.	Mutilated, Destroyed, Lost and Stolen Debt Securities	26
	Section 307.	Payment of Interest; Interest Rights Preserved	27
	Section 308.	Persons Deemed Owners	28
	Section 309.	Cancellation	28
	Section 310.	Computation of Interest	28
	Section 311.	Judgments	28
	Section 312.	CUSIP Numbers	29
	 	 
	ARTICLE Four Satisfaction and Discharge	29
	Section 401.	Satisfaction and Discharge of Indenture	29
	Section 402.	Application of Trust Money and Government Obligations	30
	Section 403.	Satisfaction, Discharge and Defeasance of Debt Securities of any Series	31
	 	 
	ARTICLE Five Remedies	33
	Section 501.	Events of Default	33


 




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	Section 502.	Acceleration of Maturity; Rescission and Annulment	34
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	35
	Section 504.	Trustee May File Proofs of Claim	36
	Section 505.	Trustee May Enforce Claims without Possession of Debt Securities	36
	Section 506.	Application of Money Collected	37
	Section 507.	Limitation on Suits	37
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium
and Interest	38
	Section 509.	Restoration of Rights and Remedies	38
	Section 510.	Rights and Remedies Cumulative	38
	Section 511.	Delay or Omission Not Waiver	38
	Section 512.	Control by Holders of Debt Securities	38
	Section 513.	Waiver of Past Defaults	39
	Section 514.	Undertaking for Costs	39
	Section 515.	Waiver of Stay or Extension Laws	39
	 	 
	ARTICLE Six The Trustee	40
	Section 601.	Certain Duties and Responsibilities	40
	Section 602.	Notice of Default	41
	Section 603.	Certain Rights of Trustee	41
	Section 604.	Not Responsible for Recitals or Issuance of Debt Securities	42
	Section 605.	May Hold Debt Securities	43
	Section 606.	Money Held in Trust	43
	Section 607.	Compensation and Reimbursement	43
	Section 608.	Disqualification; Conflicting Interests	44
	Section 609.	Corporate Trustee Required; Eligibility	44
	Section 610.	Resignation and Removal; Appointment of Successor	44
	Section 611.	Acceptance of Appointment by Successor	46
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	47
	Section 613.	Preferential Collection of Claims Against Company	47
	Section 614.	Authenticating Agent	48
	 	 
	ARTICLE Seven Holders’ Lists and Reports By Trustee and Company	49
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders	49
	Section 702.	Preservation of Information; Communications to Holders	49
	Section 703.	Reports by Trustee	49
	Section 704.	Reports by Company	50
	 	 
	ARTICLE Eight Consolidation, Merger, Conveyance, Transfer or Lease	50
	Section 801.	Company May Consolidate, etc. Only on Certain Terms	50
	Section 802.	Successor Corporation Substituted	51
	Section 803.	Conveyance or Transfer to a Wholly-owned Subsidiary	51
	 	 
	ARTICLE Nine Supplemental Indentures	51
	Section 901.	Supplemental Indentures without Consent of Holders	51
	Section 902.	Supplemental Indentures with Consent of Holders	53
	Section 903.	Execution of Supplemental Indentures	54
	Section 904.	Effect of Supplemental Indentures	54
	Section 905.	Conformity with Trust Indenture Act	54


 




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	Section 906.	Reference in Debt Securities to Supplemental Indentures	54
	 	 
	ARTICLE Ten Covenants	55
	Section 1001.	Payment of Principal, Premium and Interest	55
	Section 1002.	Maintenance of Office or Agency	55
	Section 1003.	Money for Debt Securities Payments to Be Held in Trust	55
	Section 1004.	Corporate Existence	56
	Section 1005.	Payment of Additional Amounts	57
	Section 1006.	Officer’s Certificate as to Compliance	57
	 	 
	ARTICLE Eleven Redemption of Debt Securities	57
	Section 1101.	Applicability of Article	57
	Section 1102.	Election to Redeem; Notice to Trustee	58
	Section 1103.	Selection by Trustee of Debt Securities to be Redeemed	58
	Section 1104.	Notice of Redemption	58
	Section 1105.	Deposit of Redemption Price	59
	Section 1106.	Debt Securities Payable on Redemption Date	60
	Section 1107.	Debt Securities Redeemed in Part	60
	Section 1108.	Open Market Purchases	60
	 	 
	ARTICLE Twelve Sinking Funds	60
	Section 1201.	Applicability of Article	60
	Section 1202.	Satisfaction of Sinking Fund Payments with Debt Securities	61
	Section 1203.	Redemption of Debt Securities for Sinking Fund	61
	 	 
	ARTICLE Thirteen Repayment at the Option of Holders	61
	Section 1301.	Applicability of Article	61
	Section 1302.	Repayment of Debt Securities	62
	Section 1303.	Exercise of Option; Notice	62
	Section 1304.	Election of Repayment by Remarketing Entities	62
	Section 1305.	Securities Payable on the Repayment Date	62
	 	 
	ARTICLE Fourteen Defeasance	63
	Section 1401.	Termination of Company’s Obligations	63
	Section 1402.	Repayment to Company	64
	Section 1403.	Indemnity for Government Obligations	64


  









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INDENTURE (the
“Indenture”) dated as of [_______], between 22ND CENTURY GROUP,
INC., a Nevada corporation (hereinafter called the “Company”) with an address at 9530 Main Street, Clarence,
New York 14031, and [_______], a [_______] (hereinafter 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 debentures, notes,
bonds and other evidences of indebtedness (herein called the “Debt Securities”).


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Debt Securities of any series created and issued on or after the date hereof by the Holders
thereof, it is mutually covenanted and agreed, for the benefit of all Holders of such Debt Securities or of any such series, as
follows:


 


ARTICLE
One


 


Definitions and Other
Provisions of General Application


 


Section 101.         Definitions.


 


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


 


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


 


(2)          all other terms
used herein which are defined in the Trust Indenture Act or by Commission rule or regulation under the Trust Indenture Act, either
directly or by reference therein, as in force at the date as of which this instrument was executed, except as provided in Section 905,
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; and


 


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


 


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


 


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


 




    	A-5



    	 



    

 


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


 


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


 


“Board of
Directors” means either the board of directors of the Company, or the executive or any other committee of that board
duly authorized to act in respect hereof.


 


“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 Debt Securities and the forms and terms thereof), such action may be taken by any committee of the Board of the Company
or any officer or employee of the Company authorized to take such action by a Board Resolution.


 


“Business
Day”, when used with respect to any Place of Payment, means any day which is not a Saturday or Sunday and which is not
a legal holiday or a day on which banking institutions or trust companies in that Place of Payment are authorized or obligated
by law or executive order to close.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
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 on such date.


 


“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”
and “Company Order” mean, respectively, except as otherwise provided in this Indenture, a written request or
order signed in the name of the Company by the Chairman of the Board, a Vice Chairman of the Board, the President, a Vice President
(any references to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether
or not designated by a number or word or words added before or after the title “Vice President”), the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company or by another
officer of the Company duly authorized to sign by a Board Resolution, and delivered to the Trustee.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of original execution of this Indenture is located at [_______], or such
other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice
to the Holders and the Company).


 




    	A-6



    	 



    

 


The term “corporation”
includes corporations, associations, limited liability companies, partnerships, business trusts and other legal entities other
than individuals.


 


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


 


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


 


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


 


“Depositary”
means, with respect to the Debt Securities of any series issuable or issued in the form of a Global Security, the Person designated
as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each person who is then a Depositary
hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Debt Securities
of any such series shall mean the Depositary with respect to the Debt Securities of that series.


 


“Designated
Currency” has the meaning specified in Section 311.


 


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


 


“Euro”
means the single currency of the European Monetary Union as defined under EC Regulation 1103/97 adopted under Article 235 of the
EU Treaty and under EC Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under any successor European legislation
from time to time.


 


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


 


“Exchange
Rate” shall have the meaning specified as contemplated in Section 301.


 


“Exchange
Rate Agent” shall have the meaning specified as contemplated in Section 301.


 


“Foreign Currency”
means a currency issued by the government of any country other than the United States of America.


 


“GAAP”
means generally accepted accounting principles as in effect in the United States from time to time.


 


“Global Exchange
Agent” has the meaning specified in Section 304.


 


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


 


“Global Security”
means a Debt Security issued to evidence all or part of a series of Debt Securities in accordance with Section 303.


 


“Government
Obligations” means, in respect of any series of Debt Securities, securities of (i) the government which issued the
currency in which Debt Securities of such series are denominated and/or in which interest is payable on the Debt Securities of
such series or (ii) government agencies backed by the full faith and credit of such government.


 




    	A-7



    	 



    

 


“Holder”,
with respect to a Debt Security, means a Person in whose name such Debt Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented, amended or restated by or pursuant
to one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context
otherwise requires, shall include the terms of a particular series of Debt Securities established as contemplated by Section 301.


 


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


 


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


 


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


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be
an employee of or counsel for the Company, or who may be other counsel, which is delivered to the Trustee.


 


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


 


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


 


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


 


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


 




    	A-8



    	 



    

 


(iii)        Debt Securities
in exchange for or in lieu of which other Debt Securities have been authenticated and delivered, or which have been paid, pursuant
to this Indenture; provided, however, that in determining whether the Holders of the requisite principal amount of Debt Securities
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned
by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place of
Payment”, when used with respect to the Debt Securities of any series means any place where the principal of (and premium,
if any) and interest on the Debt Securities of that series are payable as specified as contemplated by Section 301.


 


“Predecessor
Security” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same
debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated
and delivered under Section 306 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debt Security.


 


“Redemption
Date”, when used with respect to any Debt 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 Debt 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 Debt Securities of any series means the date specified
for that purpose as contemplated by Section 301.


 


“Remarketing
Entity”, when used with respect to Debt Securities of any series which are repayable at the option of the Holders thereof
before their Stated Maturity, means any person designated by the Company to purchase any such Debt Securities.


 


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


 




    	A-9



    	 



    

 


“Repayment
Price”, when used with respect to any Debt Security to be repaid upon exercise of an option for repayment by the Holder,
means the price at which it is to be repaid pursuant to this Indenture.


 


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


 


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


 


“Significant
Subsidiary” means any Subsidiary that, at the time of determination, would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such Regulation
is in effect on the date of this Indenture.


 


“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 Debt Security or any installment of interest thereon, means the date specified in such Debt Security
as the fixed date on which the principal of such Debt Security or such installment is due and payable.


 


“Subsidiary”
means any corporation more than 50% of the outstanding shares of Voting Stock, except for directors’ qualifying shares, of
which shall at the time be owned, directly or indirectly, by the Company or by one or more of the Subsidiaries, or by the Company
and one or more other Subsidiaries.


 


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


 


“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 Debt Securities of any series shall mean the Trustee with respect to Debt Securities of that series.


 


“United States”
means the United States of America (including the District of Columbia) and its possessions.


 


“United States
Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members
of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.


 




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“Voting Stock”,
as applied to the stock (or the equivalent thereof) of any corporation, means stock (or the equivalent thereof) of any
class or classes, however designated, entitled in the ordinary course to vote in an election of directors of such corporation,
other than stock (or such equivalent) having such power only by reason of the happening of a contingency.


 


“Wholly-owned
Subsidiary” means any Subsidiary all the outstanding capital stock of which, other than directors’ qualifying shares,
is owned by the Company and its other Wholly-owned Subsidiaries.


 


Section 102.        Compliance
Certificates and Opinions.


 


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


 


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


 




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


 


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


 


Section 104.         Acts
of Holders.


 


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


 


(b)          The fact and date
of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems sufficient.


 


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


 


(d)          The fact and date
of execution of any such instrument or writing and the authority of the Person executing the same may also be proved in any other
manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.


 


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


 


(f)           For purposes of
determining the principal amount of Outstanding Debt Securities of any series the Holders of which are required, requested or permitted
to give any request, demand, authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i) each
Original Issue Discount Security shall be deemed to have the principal amount determined by the Trustee that could be declared
to be due and payable pursuant to the terms of such Original Issue Discount Security as of the date there is delivered to the Trustee
and, where it is hereby expressly required, to the Company, such Act by Holders of the required aggregate principal amount of the
Outstanding Debt Securities of such series and (ii) each Debt Security denominated in a Foreign Currency or composite currency
shall be deemed to have the principal amount determined by the Exchange Rate Agent by converting the principal amount of such Debt
Security in the currency in which such Debt Security is denominated into Dollars at the Exchange Rate as of the date such Act is
delivered to the Trustee and, where it is hereby expressly required, to the Company, by Holders of the required aggregate principal
amount of the Outstanding Debt Securities of such series.


 




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(g)          The Company may
set any day as a record date for the purpose of determining the Holders of Outstanding Debt Securities of any 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 Debt 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 or making 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
Debt Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding
Debt 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 taken by Holders of the requisite principal amount of Outstanding Debt Securities
of the relevant series on the date such action is 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 Debt Securities of the relevant series in the manner set forth
in Section 106.


 


The Trustee may set
any day as a record date for the purpose of determining the Holders of Outstanding Debt Securities of any series entitled to join
in the giving or making of (i) any notice of an Event 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 Debt Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Debt Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Debt 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 taken by Holders
of the requisite principal amount of Outstanding Debt Securities of the relevant series on the date such action is 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 in writing and to each
Holder of Debt Securities of the relevant series in the manner set forth in Section 106.


 




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With respect to any
record date set pursuant to this Section, the party hereto which sets such record dates 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 Debt 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, 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 as provided in this paragraph.


 


Section 105.         Notices,
etc., to Trustee and Company.


 


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


 


(1)          the Trustee by
any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided), if made,
given, furnished or filed in writing (which may be via original or facsimile, with original to follow promptly thereafter) to
or with the Trustee at its Corporate Trust Office, or


 


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


 


Section 106.         Notice
to Holders; Waiver.


 


Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently
given to Holders of Debt Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Debt Security affected
by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice.


 


In case, by reason
of the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or impracticable
to mail notice of any event to Holders of Debt Securities when said notice is required to be given pursuant to any provision of
this Indenture or of the Debt Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice. In any case where notice to Holders of Debt Securities is to be given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Debt Security shall
affect the sufficiency of such notice with respect to other Holders of Debt Securities.


 


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


 




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Any request, demand,
authorization, direction, notice, consent, election, waiver or other Act required or permitted under this Indenture shall be in
the English language.


 


Section 107.        Conflict
with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions
of the Trust Indenture Act, such required provision shall control.


 


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.


 


Section 109.        Successors
and Assigns.


 


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


 


Section 110.        Separability
Clause.


 


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


 


Section 111.        Benefits
of Indenture.


 


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


 


Section 112.        Governing
Law; Waiver of Jury Trial.


 


This Indenture and
the Debt Securities shall be governed by and construed in accordance with the laws of the State of New York. Each of the Company
and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Indenture, the Debt Securities or the transaction contemplated hereby.


 


Section 113.        Legal
Holidays.


 


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


 




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Section 114.        Exemption
from Individual Liability.


 


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


 


Section 115.        Counterparts.


 


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


 


Section 116.        Rules
by Trustee, Paying Agent and Security Registrar.


 


The Trustee may make
reasonable rules for action by, or a meeting of, Holders. The Security Registrar and the Paying Agent may make reasonable rules
for their functions.


 


ARTICLE
Two


 


Debt Security Forms


 


Section 201.        Forms
Generally.


 


The Debt Securities
of each series shall be in substantially the form (including temporary or permanent global form) as shall be established in
or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with the rules of
any securities exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced
by their signatures on the Debt Securities. If the form of Debt Securities of any series (including any such Global Security) 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 Debt Securities.


 




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


 


Section 202.          Form
of Trustee’s Certificate of Authentication.


 


This is one of the
Debt Securities, of the series designated herein, described in the within-mentioned Indenture.


 


[_______]


as Trustee


 


	Dated:	 	 	By	 
	 	 	 	 	Authorized Signatory


 


Section 203.          Debt
Securities in Global Form.


 


If Debt Securities
of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (10) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the outstanding
Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding
Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby
may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase
or decrease in the amount, of Outstanding Debt Securities represented thereby shall be made in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or Section 304.


 


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


 


ARTICLE
Three


 


The Debt Securities


 


Section 301.          Amount
Unlimited; Issuance in Series.


 


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


 




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


 


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


 


(2)          the limit, if
any, upon the aggregate principal amount of the Debt Securities of the series that may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Debt Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1303 and except for any Debt Securities
which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


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


 


(4)          the rate or rates,
if any, at which the Debt Securities of the series shall bear interest, or the method or methods by which such rate or rates may
be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall
be payable, the Regular Record Date for the interest payable on any Debt Security on any Interest Payment Date and the circumstances,
if any, in which the Company may defer interest payments;


 


(5)          the place or places
where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest on Debt Securities
of the series shall be payable, any Debt Securities of the series may be surrendered for registration of transfer, Debt Securities
of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Debt Securities
of the series and this Indenture may be served;


 


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


 


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


 


(8)          whether the Debt
Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case,
the Depositary and Global Exchange Agent for such Global Security or Securities, whether such global form shall be permanent or
temporary and, if applicable, the Global Exchange Date;


 


(9)          if Debt Securities
of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary
Global Security can be exchanged for definitive Debt Securities and whether the definitive Debt Securities will be in global form
and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date prior to
the Global Exchange Date shall be paid to any clearing organization with respect to a portion of such Global Security held for
its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest
payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment
Date if other than as provided in this Article Three;


 




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(10)        whether, and
under what conditions, additional amounts will be payable to Holders of Debt Securities of the series pursuant to Section 1005;


 


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


 


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


 


(13)        the Person to
whom any interest on any Debt Security will be payable if other than the Person in whose name the Debt Security is registered on
the Regular Record Date;


 


(14)        the currency
or currencies of denomination of the Debt Securities of any series, which may be in Dollars, any Foreign Currency or any composite
currency, including but not limited to the Euro, and, if any such currency of denomination is a composite currency other than the
Euro, the agency or organization, if any, responsible for overseeing such composite currency;


 


(15)        the currency
or currencies in which payment of the principal of (and premium, if any) and interest on the Debt Securities will be made,
any other currency or currencies in which payment of the principal of (and premium, if any) or the interest on Debt Securities,
at the election of each of the Holders thereof, may also be payable and the periods within which and the terms and conditions upon
which such election is to be made, and the Exchange Rate and Exchange Rate Agent;


 


(16)        if the amount
of payments of principal of (and premium, if any) or interest on the Debt Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be determined;


 


(17)        if payments of
principal of (and premium, if any) or interest on the Debt Securities of the series are to be made in a Foreign Currency other
than the currency in which such Debt Securities are denominated, the manner in which the Exchange Rate with respect to such payments
shall be determined;


 


(18)        any Events of
Default with respect to Debt Securities of such series, if not set forth herein and any Events of Default set forth herein that
shall not apply to the Debt Securities of such series;


 


(19)        any other covenant
or warranty included for the benefit of the Debt Securities of the series in addition to (and not inconsistent with) those
set forth herein for the benefit of Debt Securities of all series, or any other covenant or warranty included for the benefit of
Debt Securities of the series in lieu of any covenant or warranty set forth herein for the benefit of Debt Securities of all series,
or any provision that any covenant or warranty set forth herein for the benefit of Debt Securities of all series shall not be for
the benefit of Debt Securities of such series, or any combination of such covenants, warranties or provisions;


 




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(20)        the terms and
conditions, if any, pursuant to which the Company’s obligations under this Indenture may be terminated through the deposit
of money or Government Obligations as provided in Articles Four and Fifteen;


 


(21)        the Person or
Persons who shall be Security Registrar for the Debt Securities of such series if other than the Trustee, and the place or places
where the Security Register for such series shall be maintained and the Person or Persons who will be the initial Paying Agent
or Agents, if other than the Trustee;


 


(22)        if the Debt Securities
of the series are convertible or exchangeable for any securities of any Person (including the Company), the terms and conditions
upon which such Debt Securities will be convertible or exchangeable;


 


(23)        whether or not
the Debt Securities of the series will be subordinated in right of payment to senior indebtedness and the terms of any such subordination;
and


 


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


 


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


 


Debt Securities of
any particular series may be issued at various times, with different dates on which the principal or any installment of principal
is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different
dates on which such interest may be payable and with different Redemption or Repayment Dates and may be denominated in different
currencies or payable in different currencies.


 


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


 


Section 302.        Denominations.


 


Debt Securities of
each series shall be issuable in such form and denominations as shall be specified in the form of Debt Security for such series
approved or established pursuant to Section 201 or in the Officers’ Certificate delivered pursuant to Section 301.
In the absence of any specification with respect to the Debt Securities of any series, the Debt Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 303.        Execution,
Authentication, Delivery and Dating.


 


(a)         The signature
of any officer on the Debt Securities may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities of any series
or did not hold such offices at the date of such Debt Securities.


 




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(b)          At any time and
from time to time after the execution and delivery of this Indenture, Debt Securities of any series may be executed by the Company
and delivered to the Trustee for authentication, and, except as otherwise provided in this Article Three, shall thereupon be authenticated
and delivered by the Trustee upon Company Order, without any further action by the Company.


 


To the extent authorized
in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer or employee of the Company, may be electronically
transmitted, and may provide instructions as to registration of holders, principal amounts, rates of interest, maturity dates and
other matters contemplated by such Board Resolution and Officers’ Certificate or supplemental indenture to be so instructed
in respect thereof. Before authorizing and delivering the first Debt Securities of any series (and upon request of the Trustee
thereafter), the Company shall deliver to the Trustee (i) the certificates called for under Sections 201 and 301 hereof
and (ii) an Opinion of Counsel described in the next sentence.


 


In authenticating such
Debt Securities, and accepting the additional responsibilities under this Indenture in relation to any such Debt Securities, the
Trustee shall be entitled to receive, prior to the initial authentication of such Debt Securities, and (subject to Section 601) shall
be fully protected in relying upon:


 


(i)           a Board Resolution
relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution certified by the Secretary
or an Assistant Secretary of the Company;


 


(ii)          an executed
supplemental indenture, if any, relating thereto;


 


(iii)          an Officers’
Certificate setting forth the form and terms of the Debt Securities of such series pursuant to Sections 201 and 301 and stating
that all conditions precedent provided for in this Indenture relating to the issuance of such Debt Securities have been complied
with; and


 


(iv)          an Opinion
of Counsel stating


 


(A)          that the form
of such Debt Securities has been established in or pursuant to a Board Resolution or by a supplemental indenture as permitted by
Section 201 in conformity with the provisions of this Indenture;


 


(B)          that the terms
of such Debt Securities have been established in or pursuant to a Board Resolution or by a supplemental indenture as permitted
by Section 301 in conformity with the provisions of this Indenture; and


 




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(C)          that such Debt
Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with
their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors’ rights generally and the application of general principles of equity and except further as enforcement
thereof may be limited by (i) requirements that a claim with respect to any Debt Securities denominated other than in Dollars
(or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the
making of payments in Foreign Currencies or currency units or payments outside the United States.


 


(c)          If the Company
shall establish pursuant to Section 301 that the Debt Securities of a series are to be issued in whole or in part in the form
of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series, authenticate and deliver one or more Global Securities in permanent or temporary
form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the
Outstanding Debt Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in
the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered
by the Trustee to such Depositary or pursuant to such Depositary’s instructions.


 


(d)          The Trustee shall
have the right to decline to authenticate and deliver any Debt Securities under this Section 303 if the issuance of such Debt
Securities will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


(e)          If all the Debt
Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time
of issuance of each Debt Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or
prior to the time of the first issuance of Debt Securities of such series.


 


(f)          Each Debt Security
shall be dated the date of its authentication.


 


(g)          No Debt Security
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Debt
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee, and such certificate
upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Debt Security or portion thereof shall have been duly authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee
for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such Debt Security or portion thereof has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


(h)          Each Depositary
designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.


 




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Section 304.        Temporary
Debt Securities.


 


(a)         Pending the preparation
of definitive Debt Securities of any series, the Company may execute, and upon receipt of documents required by Sections 301
and 303, together with a Company Order, the Trustee shall authenticate and deliver, temporary Debt Securities which are printed,
typewritten or otherwise produced, in any denomination, substantially of the tenor and terms of the definitive Debt Securities
in lieu of which they are issued in registered form, and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Debt Securities may determine, as evidenced by their signatures on such Debt Securities.


 


(b)         Unless otherwise
provided pursuant to Section 301:


 


(i)          Except in the
case of temporary Debt Securities in global form, if temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities
of such series, the related temporary Debt Securities shall be exchangeable for such definitive Debt Securities upon surrender
of the temporary Debt Securities of such series at the office or agency of the Company in the Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities
of the same series of like tenor and terms and of authorized denominations.


 


(ii)          If Debt Securities
of any series are issued in temporary global form, any such temporary Global Security shall, unless otherwise provided pursuant
to Section 301, be delivered to the Depositary for credit to the respective accounts of the beneficial owners of such Debt
Securities (or to such other accounts as they may direct).


 


(iii)          Without unnecessary
delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global
Security (the “Global Exchange Date”), the Company shall deliver definitive Debt Securities to the Trustee or
the agent appointed by the Company pursuant to Section 301 to effect the exchange of the temporary Global Security for definitive
Debt Securities (the “Global Exchange Agent”), in an aggregate principal amount equal to the principal amount
of such temporary Global Security, executed by the Company. On or after the Global Exchange Date, such temporary Global Security
shall be surrendered by the Depositary to the Global Exchange Agent, to be exchanged, in whole or from time to time in part, for
definitive Debt Securities without charge and the Trustee or the Global Exchange Agent, if authorized by the Trustee pursuant to
Section 614, shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate
principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor and terms as the
portion of such temporary Global Security to be exchanged. Upon any exchange of a part of such temporary Global Security for definitive
Debt Securities, the portion of the principal amount and any interest thereon so exchanged shall be endorsed by the Global Exchange
Agent on a schedule to such temporary Global Security, whereupon the principal amount and interest payable with respect to such
temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. The definitive Debt Securities
to be delivered in exchange for any such temporary Global Security shall be in registered form or global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested
by the beneficial owner thereof.


 




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(iv)          The interest
of a beneficial owner of Debt Securities of a series in a temporary Global Security shall be exchanged for definitive Debt Securities
of the same series and of like tenor and terms following the Global Exchange Date upon request by the account holder. Unless otherwise
specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary
Global Security, except that a Person receiving definitive Debt Securities must bear the cost of insurance, postage, transportation
and the like in the event that such Person does not take delivery of such definitive Debt Securities in person at the offices of
Global Exchange Agent.


 


(v)          Until exchanged
in full as hereinabove provided, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same series and of like tenor and terms authenticated and delivered hereunder.


 


Section 305.         Registration;
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Debt Securities of each series, a register (herein sometimes 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 Debt Securities and of transfers of Debt Securities. Pursuant to Section 301, the Company shall appoint, with
respect to Debt Securities of each series, a “Security Registrar” for the purpose of registering such Debt Securities
and transfers and exchanges of such Debt Securities as herein provided.


 


Upon surrender for
registration of transfer of any Debt Security of any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Debt Securities of the same series of any authorized denomination or denominations, of like tenor and terms and
aggregate principal amount.


 


At the option of the
Holder, Debt Securities of any series may be exchanged for other Debt Securities of the same series of any authorized form and
denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Debt Securities to be exchanged at
such office or agency.


 


Whenever any Debt Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities
which the Holder making the exchange is entitled to receive.


 


If at any time the
Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for
the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible
under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series.
If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 301(9) shall
no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver,
Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global Security or Securities. Neither the Trustee nor any
agent shall have any responsibility for any actions taken or not taken by the Depositary.


 




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The Company may at
any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate
and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such series in exchange for such Global Security or Securities.


 


If specified by the
Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities
may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such
series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver, without charge to any Holder,


 


(a)          to each Person
specified by such Depositary a new Debt Security or Securities of the same series, of like tenor and terms and of any authorized
denominations as requested by such person in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and


 


(b)          to such Depositary
a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof.


 


In any exchange provided
for in any of the preceding paragraphs, the Company will execute and the Trustee will authenticate and deliver Debt Securities
in definitive registered form in authorized denominations.


 


Upon the exchange of
a Global Security for Debt Securities in definitive form, such Global Security shall be cancelled by the Trustee. Debt Securities
issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the persons in whose names such Debt Securities
are so registered.


 


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


 


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


 




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No charge to any Holder
shall be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any transfer, registration of transfer or
exchange of Debt Securities, other than exchanges expressly provided in this Indenture to be made at the Company’s own expense
or without expense or without charge to the Holders.


 


The Company shall not
be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series to be redeemed for
a period of fifteen days preceding the mailing of the relevant notice of redemption of Debt Securities of such series selected
for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of
such Debt Security being redeemed in part.


 


Section 306.        Mutilated,
Destroyed, Lost and Stolen Debt Securities.


 


If (i) any mutilated
Debt Security is surrendered to the Trustee, or (ii) the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Debt Security, and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Company and the Trustee that such
Debt Security has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Debt Security or in lieu of any such destroyed, lost or stolen Debt
Security, a new Debt Security of like tenor and terms and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 




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Section 307.        Payment
of Interest; Interest Rights Preserved.


 


Interest on any Debt
Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. At the option of the Company, payment of interest on any Debt Security may be made by check in the
currency designated for such payment pursuant to the terms of such Debt Security mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or by wire transfer to an account in such currency designated by such Person
in writing not later than fifteen days prior to the date of such payment.


 


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


 


(1)          The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names the Debt Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such 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 Debt Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money and/or Government Obligations the payments of principal and interest
on which when due (and without reinvestment) will provide money in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be 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 and/or Government Obligations 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. Unless the Trustee is acting as the Security Registrar, promptly after such Special Record
Date, the Company shall furnish the Trustee with a list, or shall make arrangements satisfactory to the Trustee with respect thereto,
of the names and addresses of, and principal amounts of Debt Securities of such series held by, the Holders appearing on the Security
Register at the close of business on such Special Record Date. In the name and at the expense of the Company, the Trustee shall
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Debt Securities of such series at such Holder’s address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Debt Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).


 




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


 


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


 


Section 308.         Persons
Deemed Owners.


 


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


 


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


 


Section 309.          Cancellation.


 


Unless otherwise provided
with respect to a series of Debt Securities, all Debt Securities surrendered for payment, redemption, repayment, transfer, exchange
or credit against any sinking fund payment pursuant to this Indenture shall, if surrendered to the Company or any agent of the
Company, 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 Debt Securities previously authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Debt Securities so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be
authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Debt Securities held by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures.


 


Section 310.          Computation
of Interest.


 


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


 




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Section 311.          Judgments.


 


The Company agrees
that, to the fullest extent possible under applicable law and except as may otherwise be specified as contemplated in Section 301,
(a) the obligation, if any, of the Company to pay the principal of (and premium, if any) and interest on the Debt Securities
of any series in a Foreign Currency, composite currency or Dollars (the “Designated Currency”) as may be specified
pursuant to Section 301 is of the essence, and judgments in respect of such Debt Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated Currency of the principal of (and premium,
if any) and interest on such Debt Securities shall, notwithstanding any payment in any other currency (whether pursuant to a judgment
or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost
of exchange) in the country of issue of the Designated Currency in the case of Foreign Currency or Dollars or in the international
banking community in the case of a composite currency on the Business Day immediately following the day on which such Holder receives
such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any
obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged
as provided herein, shall continue in full force and effect.


 


Section 312.          CUSIP
Numbers.


 


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


 


ARTICLE
Four


 


Satisfaction and
Discharge


 


Section 401.          Satisfaction
and Discharge of Indenture.


 


This Indenture shall
upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of
Debt Securities herein expressly provided for and rights to receive payments of principal and interest thereon and any right to
receive additional amounts, as provided in Section 1005) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture when


 


(1)          either


 


(A)          all Debt Securities
theretofore authenticated and delivered (other than (i) Debt Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Debt Securities for whose payment money and/or Government
Obligations have 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 cancelled or for
cancellation; or


 




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(B)         all such Debt
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, in the case of (B)(i), (B)(ii) or (B)(iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money and/or Government
Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money in such amounts
as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay and
discharge the entire indebtedness on such Debt Securities of such series for principal (and premium, if any) and interest, and
any mandatory sinking fund, repayment or analogous payments thereon, on the scheduled due dates therefor to the date of such deposit
(in the case of Debt Securities which have become due and payable) or to the Stated Maturity or Redemption Date, if any, and
all Repayment Dates (in the case of Debt Securities repayable at the option of the Holders thereof); provided, however, that in
the event a petition for relief under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law
is filed with respect to the Company within 91 days after the deposit, the obligations of the Company under the Indenture with
respect to the Debt Securities of such series shall not be deemed terminated or discharged, and in such event the Trustee shall
be required to return the deposited money and Government Obligations then held by the Trustee to the Company;


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money
or Government Obligations shall have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.


 


Section 402.        Application
of Trust Money and Government Obligations.


 


(a)          Subject to the
provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant
to Section 401, 403 or 1501 shall be held in trust and such money and the principal and interest received on such Government
Obligations shall be applied by it, in accordance with the provisions of the Debt 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 premium, if any) and interest for whose payment such money or Government
Obligations have been deposited with the Trustee.


 




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(b)          The Trustee shall
deliver or pay to the Company from time to time upon Company Request any Government Obligations or money held by it as provided
in Section 403 or 1501 which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required
to be deposited for the purpose for which such Government Obligations or money were deposited or received.


 


(c)          The Trustee shall
deliver to the Company from time to time upon Company Request any Government Obligations held by it as provided in Section 403
or 1501, provided that the Company in substitution therefor simultaneously delivers to the Trustee, money or other Government Obligations
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, would then be sufficient to satisfy the Company’s payment obligations in respect of the Debt Securities
in the manner contemplated by Section 403 or 1501.


 


Section 403.          Satisfaction,
Discharge and Defeasance of Debt Securities of any Series.


 


If this Section 403
is specified, as contemplated by Section 301, to be applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Debt Securities
of any such series; (ii) the provisions of this Indenture as it relates to such Outstanding Debt Securities shall no longer
be in effect (except as to (A) the rights of Holders of Debt Securities to receive, from the trust fund described in subparagraph
(1) below, payment of (x) the principal of (and premium, if any) and any installment of principal of (and premium,
if any) or interest on such Debt Securities on the Stated Maturity of such principal (and premium, if any) or installment
of principal (and premium, if any) or interest or (y) any mandatory sinking fund, repayment or analogous payments applicable
to the Debt Securities of that series on that day on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, (B) the Company’s obligations with respect to such Debt Securities under Sections 304,
305, 306, 1002, 1003 and 1005, and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including
those under Section 607 hereof); and (iii) the Trustee, at the expense of the Company, shall, upon Company Order, execute
proper instruments acknowledging satisfaction and discharge of such indebtedness, when


 


(1)          either


 


(A)          with respect
to all Outstanding Debt Securities of such series, with reference to this Section 403, the Company has deposited or caused
to be deposited with the Trustee irrevocably, as trust funds in trust, money and/or Government Obligations the payments of principal
and interest on which when due (and without reinvestment) will provide money in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay and discharge (i) the principal
of (and premium, if any) and interest on the Outstanding Debt Securities of that series on the Stated Maturity of such principal
or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company shall have given
irrevocable instructions to the Trustee to effect such redemption, at the date fixed for such redemption pursuant to Article Eleven,
and (ii) any mandatory sinking fund payments or analogous payments applicable to Debt Securities of such series on the date
on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities; or


 




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(B)          the Company
has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301, to
be applicable to the Debt Securities of such series;


 


(2)          Company has paid
or caused to be paid all sums payable with respect to the Outstanding Debt Securities of such series;


 


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


 


(4)          no Event of Default
or event which, with the giving of notice or lapse of time, or both, would become an Event of Default pursuant to Section 501(1),
(2), (3), (6) or (7) with respect to the Debt Securities of such series shall have occurred and be continuing on the
date of such deposit and no Event of Default under Section 501(6) or Section 501(7) or event which, with the
giving of notice or lapse of time, or both, would become an Event of Default under Section 501(6) or Section 501(7) shall
have occurred and be continuing on the 91st day after such date; provided, however, that should that condition fail to be satisfied
on or before such 91st day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit
to the Company;


 


(5)          if the Debt Securities
of that series are then listed on any domestic or foreign securities exchange, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Debt Securities to be delisted;
and


 


(6)          the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire indebtedness of all Outstanding Debt Securities have been
complied with.


 


Any deposits with the
Trustee referred to in Section 403(1)(A) above shall be irrevocable and shall be made under the terms of an escrow or
trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Debt Securities of such series are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory
sinking fund requirement, the applicable escrow or trust agreement shall provide therefor and the Company shall make such arrangements
as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 


Upon the satisfaction
of the conditions set forth in this Section 403 with respect to all the Outstanding Debt Securities of any series, the terms
and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer
be binding upon, or applicable to, the Company; provided that the Company shall not be discharged from any payment obligations
in respect of Debt Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof
if such obligations continue to be valid obligations of the Company under applicable law.


 


Notwithstanding the
cessation, termination and discharge of all obligations, covenants and agreements (except as provided above in this Section 403) of
the Company under this Indenture with respect to any series of Debt Securities, the obligations of the Company to the Trustee under
Section 607, and the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall
survive with respect to such series of Debt Securities.


 




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ARTICLE
Five


 


Remedies


 


Section 501.         Events
of Default.


 


“Event of
Default”, wherever used herein with respect to Debt Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, 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 Debt Security of such 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 premium, if any, on) any Debt Security of such series at its Maturity; or


 


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


 


(4)          default in the
performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of Debt Securities of a series other than such 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 Debt Securities of such 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)          an event of default
under any Debt by the Company or any Significant Subsidiary (including a default with respect to Debt Securities of any series
other than that series), whether such Debt now exists or shall hereafter be created, which default shall have resulted in such
Debt in an outstanding principal amount in excess of $50,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled, or such Debt
having been discharged, within a period of 30 days after there shall have 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 event of default and requiring the Company to cause such acceleration to be rescinded
or annulled or cause such Debt to be discharged and stating that such notice is a “Notice of Default” hereunder; or


 




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(6)          the entry by a
court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant
Subsidiary 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 or any Significant Subsidiary a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company
or any Significant Subsidiary 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 Significant Subsidiary or of any substantial part of the
Company’s or any Significant Subsidiary’s property, or ordering the winding up or liquidation of the Company’s
or any Significant Subsidiary’s 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; or


 


(7)          the commencement
by the Company or any Significant Subsidiary 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 or any Significant Subsidiary 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 similar
official of the Company or of any Significant Subsidiary or of any substantial part of the Company’s or any Significant Subsidiary’s
property, or the making by it of an assignment for the benefit of creditors generally, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary
authorizing any such action; or


 


(8)          any other Event
of Default, if any, provided with respect to Debt Securities of such series specified as contemplated by Section 301.


 


Section 502.         Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of Outstanding Debt Securities of such series may declare the principal
amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of such series) of and all accrued but unpaid interest on all the Debt Securities of such
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders),
and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Upon payment
of such amount, all obligations of the Company in respect of the payment of principal of the Debt Securities of such series shall
terminate.


 




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


 


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


 


(A)          all overdue
installments of interest on all Debt Securities of such series,


 


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


 


(C)          to the extent
that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates prescribed therefor
in such Debt 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 Debt Securities of such series, other than the non-payment of the principal of Debt Securities of such
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 


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


 


Section 503.         Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if:


 


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


 


(2)          default is made
in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities, the amount then due and payable on such
Debt Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be
legally enforceable, interest upon the overdue principal (and premium, if any) and upon overdue installments of interest,
at the rate or rates prescribed therefor in such Debt Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 


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


 




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If an Event of Default
with respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Debt Securities of such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this 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 the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter constituted, relative to
the Company or any other obligor upon the Debt Securities of a particular series or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of such Debt Securities shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or
otherwise,


 


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


 


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


 


and any receiver, assignee, trustee, custodian,
liquidator, sequestrator or other similar official in any such 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.


 


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


 


Section 505.         Trustee
May Enforce Claims without Possession of Debt Securities.


 


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


 




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Section 506.         Application
of Money Collected.


 


Any money collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium, if any) or interest, upon presentation of
the Debt 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 premium, if any) and interest on the Debt Securities, in respect
of which or for the benefit of which such money has been collected ratably, without preference or priority of any kind, according
to the amounts due and payable on such Debt Securities for principal (and premium, if any) and interest, respectively. The
Holders of each series of Debt Securities denominated in Euro, any other composite currency or a Foreign Currency shall be entitled
to receive a ratable portion of the amount determined by the Exchange Rate Agent by converting the principal amount Outstanding
of such series of Debt Securities and matured but unpaid interest on such series of Debt Securities in the currency in which such
series of Debt Securities is denominated into Dollars at the Exchange Rate as of the date of declaration of acceleration of the
Maturity of the Debt Securities; and


 


THIRD: The balance,
if any, to the Company.


 


Section 507.         Limitation
on Suits.


 


No Holder of any Debt
Securities 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 Debt Securities of such series;


 


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


 


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


 


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


 




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(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 Debt Securities of such 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 such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether
or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain 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.


 


Notwithstanding any
other provision in this Indenture, the Holder of any Debt Security shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Debt Security
on the respective Stated Maturity or Maturities expressed in such Debt Security (or, in the case of redemption or repayment, on
the Redemption Date or the Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment,
and such right 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 proceedings to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


Section 510.          Rights
and Remedies Cumulative.


 


Except as otherwise
provided in 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 Debt Security to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


Section 512.          Control
by Holders of Debt Securities.


 


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


 




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


 


(2)          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, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be unjustly
prejudicial to the Holders of Debt Securities of such series not joining in any such direction; and


 


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


 


Section 513.          Waiver
of Past Defaults.


 


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


 


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


 


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


 


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


 


Section 514.          Undertaking
for Costs.


 


All parties to this
Indenture agree, and each Holder of any Debt Security by such Holder’s acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having a due regard to the merits and good faith of
the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to any suit instituted
by the Company or the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 25%
in principal amount of the Outstanding Debt Securities of any series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any Debt Security on or after the respective Stated
Maturity or Maturities expressed in such Debt Security (or, in the case of redemption or repayment, on or after the Redemption
Date or Repayment Date, as the case may be).


 


Section 515.          Waiver
of Stay or Extension Laws.


 


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


 




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ARTICLE
Six


 


The Trustee


 


Section 601.    Certain
Duties and Responsibilities.


 


(a)     Except during the continuance of
an Event of Default,


 


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


 


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


 


(b)     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 his or her own affairs.


 


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


 


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


 


(2)     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;


 


(3)     the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Sections 101,
104 and 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 Debt Securities of such series; and


 




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(4)     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.


 


Section 602.    Notice
of Default.


 


If a default occurs
hereunder with respect to Debt Securities of any series the Trustee shall transmit by mail to all Holders of Debt Securities of
such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case
of any default of the character specified in Section 501(4) with respect to Debt Securities of such series no such notice
to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities
of such series.


 


Section 603.    Certain
Rights of Trustee.


 


Except as otherwise
provided in Section 601:


 


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


 


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


 


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


 


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


 


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


 




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(f)      the Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or attorney, other than any such books or records containing
information as to the affairs of the customers of the Company or any of its subsidiaries; provided that the Trustee may examine
such books and records relating to customers to the extent that such books and records contain information as to any payments made
to such customers in their capacity as Holders of Debt Securities; provided, further, that the Trustee shall treat all information
regarding the Company which it receives pursuant to this Indenture and its duties hereunder as confidential and shall not disclose
such information unless necessary in order to fulfill its duties under this Indenture or the Trust Indenture Act;


 


(g)     the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder; no Exchange Rate Agent, Global Exchange Agent, Depositary or Paying Agent shall be deemed an agent of the
Trustee and the Trustee shall not be responsible for any act or omission by any of them;


 


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


 


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


 


(j)      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 Debt Securities and this Indenture;


 


(k)     the rights, privileges,
protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and


 


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


 


Section 604.    Not
Responsible for Recitals or Issuance of Debt Securities.


 


The recitals contained
herein and in the Debt Securities, except the Trustee’s certificates of authentication, and the information in any registration
statement, including all attachments thereto, except information provided by the Trustee therein, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Debt Securities of any series. The Trustee shall not be accountable for the
use or application by the Company of any Debt Securities or the proceeds thereof.


 




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Section 605.    May
Hold Debt Securities.


 


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


 


Section 606.    Money
Held in Trust.


 


Money held by the Trustee
or any Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.


 


Section 607.    Compensation
and Reimbursement.


 


The Company agrees


 


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


 


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


 


(3)     to indemnify each
of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims,
liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising
out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses
of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this
Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith.


 


The Trustee shall promptly
notify the Company of any claim for which it may seek indemnification pursuant to the provisions of this Indenture. The Company
shall be entitled to participate in, and to the extent that it shall wish, to assume the defense of such claim, with counsel satisfactory
to the Trustee (and the Trustee shall cooperate in the defense thereof), and after notice from the Company to the Trustee of the
Company’s election so to assume the defense thereof, the Company shall not be liable to the Trustee under this Indenture
for any legal or other expenses subsequently incurred by the Trustee in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in
the judgment of the Trustee (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses
available to the Trustee that are different from or are in addition to those available to the Company or if all parties commonly
represented do not agree as to the action (or inaction) of counsel. The Company shall not be obligated under any settlement agreement
relating to any claim under this Indenture to which it has not agreed in writing.


 




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


 


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


 


Section 608.    Disqualification;
Conflicting Interests.


 


If the Trustee has
or shall acquire any 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 such Act, the Trustee shall not be deemed to have a conflicting interest with respect
to Debt Securities of any series by virtue of being a trustee under this Indenture with respect to any particular series of Debt
Securities.


 


Section 609.    Corporate
Trustee Required; Eligibility.


 


There shall at all
times be a Trustee hereunder which shall be a corporation that is eligible pursuant to the Trust Indenture Act to act as such and
organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by Federal or State authority; provided, however, that if Section 310(a) of the Trust Indenture Act or
the rules and regulations of the Commission under the Trust Indenture Act at any time permit a corporation organized and doing
business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act,
this Section 609 shall be automatically amended to permit a corporation organized and doing business under the laws of any
such other jurisdiction to serve as Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section 610.    Resignation
and Removal; Appointment of Successor.


 


(a)     No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance
of appointment by the successor Trustee under Section 611.


 




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


 


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


 


(d)     If at any time:


 


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


 


(2)     the Trustee
shall cease to be eligible under Section 609 with respect to any series of Debt Securities 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 with respect to any series of Debt Securities or a decree or order for relief by a court having
jurisdiction in the premises shall have been entered in respect of the Trustee in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law; or a decree
or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator,
assignee, trustee, sequestrator or other similar official of the Trustee or of its property or affairs, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, winding up
or liquidation, or


 


(4)     the Trustee
shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal
or State bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or its property or affairs, or shall make
an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action,


 


then, in any such case, (i) the Company
by a Board Resolution may remove the Trustee with respect to such series at any time or (ii) subject to Section 514,
any Holder who has been a bona fide Holder of a Debt Security of any series for at least six months may, on behalf of such Holder
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee for the Debt Securities
of such series and the appointment of a successor Trustee. In addition, the Company may remove the Trustee if the Company shall
determine by a Board Resolution that the services provided by the Trustee hereunder may be obtained at a substantially lower cost
to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the Trustee that is to be removed may, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.


 






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(e)      If the Trustee
shall resign, be removed or become incapable of acting with respect to any series of Debt Securities, or if a vacancy shall occur
in the office of Trustee for any cause, with respect to the Debt Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Debt 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 Debt Securities of any particular series) and shall comply
with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt Securities of any series shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed by the Company
or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Debt
Security of such series for at least six months may, subject to Section 514, on behalf of such Holder and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities
of such series.


 


(f)      The Company shall
give notice of each resignation and each removal of the Trustee with respect to the Debt Securities of any series and each appointment
of a successor Trustee with respect to the Debt Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Debt Securities of such series as their names and addresses appear in the Security Register.
Each notice shall include the name of the successor Trustee with respect to the Debt Securities of such series and the address
of its Corporate Trust Office.


 


Section 611.     Acceptance
of Appointment by Successor.


 


(a)      In the case of
an appointment hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges due under Section 607 hereof,
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.


 




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(b)      In the case of
the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series,
the Company, the retiring Trustee upon payment of its charges and each successor Trustee with respect to the Debt 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 Debt 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 Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt 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 Debt Securities of that or those series to which the appointment of such successor
Trustee relates; but, on the 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 Debt Securities
of that or those series to which the appointment of such successor Trustee relates.


 


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


 


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


 


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 of
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 executing or filing of any paper or any further act on the part
of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion, consolidation or sale to such authenticating Trustee may adopt such authentication
and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such
Debt Securities. In case any Debt Securities shall not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Debt Securities, in either its own name or that of its predecessor Trustee, with the
full force and effect which this Indenture provides for the certificate of authentication of the Trustee.


 


Section 613.     Preferential
Collection of Claims Against Company.


 


If and when the Trustee
shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Company (or any other obligor upon the
Debt Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding collection of claims against
the Company (or any such other obligor).


 




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Section 614.    Authenticating
Agent.


 


The Trustee shall upon
Company Request appoint one or more Authenticating Agents (including, without limitation, the Company or any Affiliate thereof) with
respect to one or more series of Debt Securities which shall be authorized on behalf of the Trustee in authenticating Debt Securities
of such series in connection with the issue, delivery, registration of transfer, exchange, partial redemption or repayment of such
Debt Securities. Wherever reference is made in this Indenture to the authentication of Debt Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
must be acceptable to the Company and must be a corporation organized and doing business under the laws of the United States or
of any State or the District of Columbia, having a combined capital and surplus of at least $50,000,000, authorized under such
laws to do a trust business and subject to supervision or examination by Federal or State authorities.


 


Any corporation succeeding
to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution
or filing of any paper or any further act on the part of the Trustee or such authenticating agent.


 


An authenticating agent
may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series
of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a successor authenticating agent. 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 herein. No successor authenticating agent shall be appointed
unless eligible under the provisions of this Section.


 


The Company agrees
to pay to each authenticating agent from time to time compensation for its services under this Section.


 


The provisions of Sections 104,
111, 306, 309, 603, 604 and 605 shall be applicable to any authenticating agent.


 


Pursuant to each appointment
made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the
Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:


 




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This is one of the
Debt Securities, of the series designated herein, described in the within-mentioned Indenture.


 


[_______]


 


	 	 	 	By	 
	 	 	 	 	As Authenticating Agent for the Trustee
	 	 	 	 	 
	Dated:	 	 	By	 
	 	 	 	 	Authorized Signatory


 


ARTICLE
Seven


 


Holders’ Lists
and Reports By Trustee and Company


 


Section 701.     Company
to Furnish Trustee Names and Addresses of Holders.


 


If the Trustee is not
the Security Registrar with respect to a series of Debt Securities, or to the extent otherwise required under the Trust Indenture
Act, the Company shall furnish to the Trustee, in writing at least five (5) Business Days before each Interest Payment Date with
respect to such series of Debt Securities and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of Holders of such series.


 


Section 702.     Preservation
of Information; Communications to Holders.


 


(a)      The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Debt Securities contained in
the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of Debt Securities
received by the Trustee in its capacity as Paying Agent or Security Registrar, if so acting. The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so furnished.


 


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


 


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


 




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Section 703.    Reports
by Trustee.


 


(a)     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. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within sixty days after the date specified in a supplemental indenture with respect to any issuance
of Debt Securities under this Indenture deliver to Holders a brief report, dated as of such specified date, which complies with
the provisions of such Section 313(a).


 


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


 


Section 704.    Reports
by Company.


 


The Company 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 at the time and in the manner pursuant to such Act; provided that
such information, documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so filed with the Commission
(it being understood that any such information, document or report filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval (or EDGAR) system or any successor thereto shall be deemed to be filed with the Trustee, it being understood
that the Trustee shall have no responsibility whatsoever to determine whether such filing has occurred).


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).


 


ARTICLE
Eight


 


Consolidation, Merger, Conveyance, Transfer or Lease


 


Section 801.    Company
May Consolidate, etc. Only on Certain Terms.


 


The Company shall not
consolidate with or merge with or into any other corporation or convey, transfer (excluding any transfer solely as collateral for
security purposes) or lease its properties and assets substantially as an entirety to any Person, unless:


 


(1)    either (a) the
Company shall be the continuing or surviving corporation or (b) in case the Company shall consolidate with or merge into another
corporation and not be the continuing or surviving corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the corporation formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall
be a corporation organized and existing under the laws of the United States of America, any political subdivision thereof or any
State thereof and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including all additional
amounts, if any, payable pursuant to Section 1005) on all the Debt Securities and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;


 




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


 


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


 


Section 802.    Successor
Corporation Substituted.


 


Upon any consolidation
with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein,
and thereafter, except in the case of a lease, the Company (which term for this purpose shall mean the Person named as the “Company”
in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner presented
in this Article) shall be relieved of all obligations and covenants under this Indenture and the Debt Securities.


 


Section 803.    Conveyance
or Transfer to a Wholly-owned Subsidiary.


 


Notwithstanding the
provisions of Sections 801 and 802, and without any requirement of complying with any of such provisions, the Company may
convey or transfer its properties and assets substantially as an entirety to another corporation organized and existing under the
laws of the United States of America or any State or the District of Columbia which is lawfully entitled to acquire the same; provided,
however, that immediately after giving effect to such conveyance or transfer and to the receipt of the consideration therefore
such other corporation shall be a Wholly-owned Subsidiary of the Company and prior to such conveyance or transfer there shall have
been filed with the Trustee an Officers’ Certificate to the effect that the requirements of this Section 803 will be
complied with in connection with such conveyance or transfer.


 


ARTICLE
Nine


 


Supplemental Indentures


 


Section 901.     Supplemental
Indentures without Consent of Holders.


 


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


 


(1)     to evidence the
succession of another corporation to the Company, and the assumption by such successor of the covenants of the Company herein and
in the Debt Securities contained; or


 




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(2)    to add to the
covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to
be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely
for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to surrender
any right or power herein conferred upon the Company; or


 


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


 


(4)     to change or eliminate
any restrictions on the payment of principal of (or premium, if any, on) Debt Securities or to permit or facilitate the issuance
of Debt Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of
Debt Securities of any series in any material respect; or


 


(5)     to change or eliminate
any of the provisions of this Indenture, provided that any such change or elimination (a) shall become effective only when
there is no Debt Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provisions or (b) shall not apply to any Debt Security Outstanding; or


 


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


 


(7)     to secure the
Debt Securities; or


 


(8)     to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt 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(b); or


 


(9)     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 which shall not be inconsistent with any
provision of this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of Debt Securities
of any series in any material respect; or


 


(10)   to add to or
change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the
Trust Indenture Act, provided such action shall not adversely affect the interest of Holders of Debt Securities of any series in
any material respect; or


 


(11)   to provide for
uncertificated Debt Securities in addition to or in place of certificated Debt Securities; or


 


(12)   to comply with
requirements of the Commission in order to maintain the qualification of this Indenture under the Trust Indenture Act; or


 




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(13)     to make any change
that would provide any additional rights or benefits to the Holders of Debt Securities of any series or that does not adversely
affect the legal rights under this Indenture of any such Holder;


 


(14)     to supplement
any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge
of any series of Debt Securities pursuant to this Indenture; provided, however, that any such action shall not adversely affect
the interest of the Holders of Debt Securities of such series or any other series of Debt Securities; or


 


(15)     to conform the
text of this Indenture or any Debt Securities to the description thereof in any prospectus or prospectus supplement of the Company
with respect to the offer and sale of Debt Securities of any series, to the extent that such provision is inconsistent with a provision
of this Indenture or the Debt Securities, as provided in an Officers’ Certificate; or


 


(16)     to make any other
provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause (16)
shall not adversely affect the interests of the Holders, as determined in good faith by the Board of Directors of the Company.


 


Section 902.     Supplemental
Indentures with Consent of Holders.


 


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


 


(1)     change the Stated
Maturity of the principal or any installment of principal of, or any installment of interest on, any Debt Security, or reduce the
principal amount thereof or the interest thereon or any premium payable upon redemption or repayment thereof, or change any obligation
of the Company to pay additional amounts pursuant to Section 1005 (except as contemplated by Section 801(1) and
permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change the coin or currency
in which any Debt Security or the interest thereon is payable, or change the Place of Payment with respect to any Debt Security,
or adversely affect the right to repayment of any Debt Security of any series of Debt Securities at the option of the Holders of
such Debt Security, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be), or


 


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


 




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(3)     modify any of
the provisions of this Section or Section 513 , 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 Debt Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references
to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements
of Section 611(b) and 901(8).


 


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


 


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


 


Section 903.     Execution
of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


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 Debt Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.


 


Section 905.     Conformity
with Trust Indenture Act.


 


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


 


Section 906.     Reference
in Debt Securities to Supplemental Indentures.


 


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


 



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ARTICLE
Ten


 


Covenants


 


Section 1001.  Payment
of Principal, Premium and Interest.


 


The Company covenants
and agrees for the benefit of each series of Debt Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Debt Securities in accordance with the terms of the Debt Securities and this Indenture.


 


Section 1002.  Maintenance
of Office or Agency.


 


The Company will maintain
in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities may be presented or surrendered
for payment, where Debt Securities may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Company in respect of the Debt Securities 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 any 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 or demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Trustee
its agent to receive all presentations, surrenders, notices and demands.


 


The Company may also
from time to time designate one or more other offices or agencies (in or outside of such Place of Payment) where the Debt
Securities of one or more series (subject to the preceding paragraph) 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 any series of
Debt Securities for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such other office or agency.


 


Section 1003.  Money
for Debt 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 Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Debt Securities of such series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.


 


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


 




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


 


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


 


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


 


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


 


The Company may at
any time, for the purpose of terminating its obligations under this Indenture with respect to Debt Securities of any series 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 principal and interest
received on the Government Obligations deposited with the Trustee or any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Debt Security
of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Debt Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money (including the principal and interest received
on Government Obligations deposited with the Trustee), and all liability of the Company as trustee thereof, shall thereupon cease.


 


Section 1004.  Corporate
Existence.


 


Subject to Article
Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises, provided, however, that the Company shall not be required to preserve
any such right or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries, taken as a whole, and the loss thereof is not disadvantageous in any material
respect to the Holders. For the avoidance of doubt, this Section shall not prohibit or restrict the Company from converting into
a different form of legal entity.


 




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Section 1005.  Payment
of Additional Amounts.


 


If the Debt Securities
of a series expressly provide for the payment of additional amounts, the Company will pay to the Holder of any Debt Security of
any series additional amounts upon the terms and subject to the conditions provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Debt
Security of any series or the net proceeds received from the sale or exchange of any Debt Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Debt Securities and this
Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant
to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions
hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.


 


If the Debt Securities
of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Debt Securities (or if the Debt Securities of that series will not bear interest prior to Maturity, the first
day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of (and premium, if any) or interest on the Debt Securities of that series shall be made to Holders
of Debt Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Debt Securities of that series. If any such withholding shall be required, then such
Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders
of Debt Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts, if any, required by the
terms of such Debt Securities and the first paragraph of this Section. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section.


 


Section 1006.  Officer’s
Certificate as to Compliance.


 


The Company shall deliver
to the Trustee not more than 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending [_______])
a brief certificate from the principal executive, financial or accounting officer of the Company as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this Indenture (such compliance to be determined without
regard to any period of grace or requirement of notice provided under this Indenture), and, if he or she has knowledge of any default,
specifying each such default of which the signer has knowledge and the nature thereof.


 


ARTICLE
Eleven


 


Redemption of Debt Securities


 


Section 1101.  Applicability
of Article.


 


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


 




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Section 1102.  Election
to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Debt Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Debt Securities of any series, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount and the tenor and terms of the Debt Securities of any series to be redeemed. In the case of any
redemption of Debt Securities prior to the expiration of any restriction on such redemption provided in the terms of such Debt
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.


 


Section 1103.  Selection
by Trustee of Debt Securities to be Redeemed.


 


Except as otherwise
specified as contemplated by Section 301 for Debt Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series with like tenor and terms
not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities of such series or any integral
multiple thereof which is also an authorized denomination) of the principal amount of Debt Securities (if issued in more than one
authorized denomination) of such series of a denomination larger than the minimum authorized denomination for Debt Securities
of such series.


 


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


 


For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate,
in the case of any Debt Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt Security
which 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 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Debt Securities to be redeemed. Notwithstanding the foregoing, redemption notices may be given more than 60 days
prior to a Redemption Date if such notice is issued in connection with a defeasance of the Debt Securities or a satisfaction and
discharge of this Indenture. Notice of any redemption may, at the Company’s discretion, be subject to one or more conditions
precedent. The Trustee shall give notice of redemption in the Company’s name and at the Company’s expense; provided,
however, that the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice at the Company’s
expense and setting forth the information to be stated in such notice as provided in the following items.


 




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All notices of redemption
shall state:


 


(1)    the Redemption
Date,


 


(2)     the Redemption
Price,


 


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


 


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


 


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


 


(6)     the Place or Places
of Payment where such Debt Securities are to be surrendered for payment of the Redemption Price,


 


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


 


(8)    the CUSIP, ISIN
or Common Code number, if any, and that no representation is made as to the accuracy or correctness of the CUSIP, ISIN or Common
Code number, if any, listed in such notice or printed on the Debt Securities, and


 


(9)    the section of
this Indenture and the paragraph of the Debt Securities, as applicable, pursuant to which the Debt Securities are to be redeemed.


 


Notice of redemption
of Debt 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.


 


On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money and/or Government Obligations the payments
of principal and interest on which when due (and without reinvestment) will provide money on or prior to the Redemption Date
in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Debt Securities or portions thereof which are to be redeemed on that date.


 




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Section 1106.  Debt
Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, unless the notice of redemption is subject to one or more conditions precedent which have not been
satisfied, the Debt Securities 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 Debt Securities shall cease to bear interest and, except to the extent provided below, shall be void. Upon surrender of any
such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Debt Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Debt Securities, or one or
more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section
307.


 


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


 


Section 1107.  Debt
Securities Redeemed in Part.


 


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


 


Section 1108.  Open
Market Purchases.


 


In addition to the
foregoing, the Company may at any time and from time to time purchase Debt Securities of a series in the open market or otherwise,
subject to compliance with all applicable securities laws.


 


ARTICLE
Twelve


 


Sinking Funds


 


Section 1201.  Applicability
of Article.


 


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


 


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


 




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Section 1202.  Satisfaction
of Sinking Fund Payments with Debt Securities.


 


The Company (1) may
deliver Outstanding Debt Securities of a series (other than any previously called for redemption) and (2) may apply as a credit
Debt Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Debt Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, in each case
in satisfaction of all or any part of any sinking fund payment with respect to the Debt Securities of such series required to be
made pursuant to the terms of such Debt Securities as provided for by the terms of such series; provided that such Debt Securities
have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Debt Securities in lieu of cash
payments pursuant to this Section 1202, the principal amount of Debt Securities to be redeemed in order to exhaust the aforesaid
cash payment shall be less than $100,000, the Trustee need not call Debt Securities for redemption, except upon Company Request,
and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the
Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Debt
Securities purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the
Company.


 


Section 1203.  Redemption
of Debt Securities for Sinking Fund.


 


Not less than 45 days
prior to each sinking fund payment date for any series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment
of cash, the portion thereof, if any, which is to be satisfied by crediting Debt Securities of that series pursuant to Section 1202
and the basis for any such credit and, prior to or concurrently with the delivery of such Officers’ Certificate, will also
deliver to the Trustee any Debt Securities to be so credited and not theretofore delivered to the Trustee. Not less than 30 days
(unless a shorter period shall be satisfactory to the Trustee) before each such sinking fund payment date the Trustee shall
select the Debt 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 Debt Securities shall be made upon the terms and in the manner stated
in Sections 1105, 1106 and 1107.


 


ARTICLE
Thirteen


 


Repayment at the Option of Holders


 


Section 1301.  Applicability
of Article.


 


Debt Securities of
any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance
with their terms and (except as otherwise specified pursuant to Section 301 for Debt Securities of such series) in accordance
with this Article.


 




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Section 1302.  Repayment
of Debt Securities.


 


Each Debt Security
which is subject to repayment in whole or in part at the option of the Holder thereof on a Repayment Date shall be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date as specified pursuant to Section 301.


 


Section 1303.  Exercise
of Option; Notice.


 


Each Holder desiring
to exercise such Holder’s option for repayment shall, as conditions to such repayment, surrender the Debt Security to be
repaid in whole or in part together with written notice of the exercise of such option at any office or agency of the Company in
a Place of Payment, not less than 30 nor more than 45 days prior to the Repayment Date. Such notice, which shall be irrevocable,
shall specify the principal amount of such Debt Security to be repaid, which shall be equal to the minimum authorized denomination
for such Debt Security or an integral multiple thereof, and shall identify the Debt Security to be repaid and, in the case of a
partial repayment of the Debt Security, shall specify the denomination or denominations of the Debt Security or Debt Securities
of the same series to be issued to the Holder for the portion of the principal of the Debt Security surrendered which is not to
be repaid.


 


The Company shall execute
and the Trustee shall authenticate and deliver without service charge to the Holder of any Debt Security so surrendered a new Debt
Security or Debt Securities of the same series, of any authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Debt Security so surrendered which is not to be repaid.


 


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


 


Section 1304.  Election
of Repayment by Remarketing Entities.


 


The Company may elect,
with respect to Debt Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment
Price, Debt Securities of such series from the Holders thereof who give notice and surrender their Debt Securities in accordance
with Section 1303.


 


Section 1305.  Securities
Payable on the Repayment Date.


 


Notice of exercise
of the option of repayment having been given and the Debt Securities so to be repaid having been surrendered as aforesaid, such
Debt Securities shall, unless purchased in accordance with Section 1304, on the Repayment Date become due and payable at the
price therein specified and from and after the Repayment Date such Debt Securities shall cease to bear interest and shall be paid
on the Repayment Date, unless the Company shall default in the payment of such price in which case the Company shall continue to
be obligated for the principal amount of such Debt Securities and shall be obligated to pay interest on such principal amount at
the rate borne by such Debt Securities from time to time until payment in full of such principal amount.


 




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ARTICLE
Fourteen


 


Defeasance


 


Section 1401.  Termination
of Company’s Obligations.


 


If this Section 1401
is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or Government Obligations the payments of principal and interest on which when
due (and without reinvestment) will provide money in such amounts as will (together with any money irrevocably deposited in
trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment
of principal of (and premium, if any) or interest when due on the Debt Securities of such series on the Stated Maturity of
such principal or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company
shall have given irrevocable instructions to the Trustee to effect such redemption, at the date fixed for such redemption pursuant
to Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor,
the Company’s obligations under Sections 801 and 803 and any other covenant determined pursuant to Section 301
to be subject to this Section shall terminate and Sections 501(4) (with respect to Sections 801 and 803), 501(5),
501(6), 501(7) and 501(8) (if specified as contemplated by Section 301) shall be deemed not to be an Event
of Default, in each case with respect to the Debt Securities of the series for which such deposit was made; provided, however,
that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(6) or 501(7) or
event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing
on the 91st day after such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall
not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal
of (and premium, if any) and interest and additional amounts on such Debt Securities if such amounts are not paid (or payment
is not provided for) when due from the money and Government Obligations (and the proceeds thereof) so deposited.


 


It shall be a condition
to the deposit of cash and/or Government Obligations and the termination of the Company’s obligations pursuant to the provisions
of this Section with respect to the Debt Securities of any series under Sections 801 and 803 and any other covenant determined
pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Sections 501(4),
501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section with
respect to Debt Securities of any series that the Company deliver to the Trustee (i) an Officers’ Certificate to the
effect that under the laws in effect on the date such money and/or Government Obligations are deposited with the Trustee, the amount
thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay
principal (and premium, if any) and interest when due on the Debt Securities of such series; and (ii) an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance
contemplated in this Section have been complied with.


 




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After a deposit as
provided herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the Company’s obligations
pursuant to the provisions of this Section with respect to the Debt Securities of such series under Sections 801 and
803 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of
the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above.


 


Section 1402.  Repayment
to Company.


 


The Trustee and any
Paying Agent shall promptly pay to the Company upon Company Request any money or Government Obligations not required for the payment
of the principal of (and premium, if any) and interest on the Debt Securities of any series for which money or Government
Obligations have been deposited pursuant to Section 1401 held by them at any time.


 


The Trustee and any
Paying Agent shall promptly pay to the Company upon Company Request any money held by them for the payment of principal (and premium,
if any) and interest that remains unclaimed for two years after the Maturity of the Debt Securities for which a deposit has
been made pursuant to Section 1401. After such payment to the Company, the Holders of the Debt Securities of such series shall
thereafter, as unsecured general creditors, look only to the Company for the payment thereof.


 


Section 1403.  Indemnity
for Government Obligations.


 


The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the deposited Government Obligations
or the principal or interest received on such Government Obligations.


 




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


 


	 	22ND CENTURY GROUP, INC.
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[_______]
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




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