FEDERATED NATIONAL HOLDING COMPANY,


 


as Issuer,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


Indenture


 


Dated as of ____________ __, 20__


 


Providing for the Issuance


 


of


 


Subordinated Debt Securities


 





 



 









    	 



    	 



    

 


FEDERATED NATIONAL HOLDING COMPANY


Reconciliation and tie between Trust Indenture


Act of 1939 and Indenture, dated as of ____________
__, 20__


 


	
        Trust Indenture Act

                     Section
	 	Indenture Section
	Section 310(a)(1)	 	608
	          (a)(2)	 	608
	          (a)(3)	 	614
	          (a)(4)	 	Not Applicable
	          (a)(5)	 	608
	          (b)	 	613
	Section 311(a)	 	616
	          (b)	 	616
	Section 312(a)	 	701
	          (b)	 	701
	          (c)	 	701
	Section 313(a)	 	702
	          (b)	 	702
	          (c)	 	702
	          (d)	 	702
	Section 314(a)	 	703; 1006
	          (b)	 	Not Applicable
	          (c)(1)	 	102
	          (c)(2)	 	102
	          (c)(3)	 	Not Applicable
	          (d)	 	Not Applicable
	          (e)	 	102
	Section 315(a)	 	602
	          (b)	 	601
	          (c)	 	602
	          (d)	 	602
	Section 316(a) (last sentence)	 	101 (“Outstanding”)
	          (a)(1)(A)	 	502, 512
	          (a)(1)(B)	 	514
	          (b)	 	508
	          (c)	 	104
	Section 317(a)(1)	 	503
	          (a)(2)	 	504
	          (b)	 	1003
	Section 318(a)	 	113
	          (b)	 	Not Applicable
	          (c)	 	113


 


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


 




    	 



    	 



    

  


TABLE OF CONTENTS 


 


	 	 	 	 	Page
	ARTICLE ONE
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 101.	 	Definitions	 	1
	Section 102.	 	Compliance Certificates and Opinions	 	8
	Section 103.	 	Form of Documents Delivered to Trustee	 	8
	Section 104.	 	Acts of Holders	 	8
	Section 105.	 	Notices, Etc., to Trustee and Company	 	9
	Section 106.	 	Notice to Holders; Waiver	 	10
	Section 107.	 	Effect of Headings and Table of Contents	 	10
	Section 108.	 	Successors and Assigns	 	10
	Section 109.	 	Separability Clause	 	10
	Section 110.	 	Benefits of Indenture	 	11
	Section 111.	 	Governing Law	 	11
	Section 112.	 	Legal Holidays	 	11
	Section 113.	 	Conflict of Any Provision of Indenture with Trust Indenture Act	 	11
	Section 114.	 	No Recourse against Others	 	11
	Section 115.	 	Waiver of Trial by Jury	 	11
	 
	ARTICLE TWO
	SECURITIES FORMS
	 	 	 
	Section 201.	 	Forms of Securities	 	11
	Section 202.	 	Form of Trustee’s Certificate of Authentication	 	12
	Section 203.	 	Securities Issuable in Global Form	 	12
	Section 204.	 	Form of Legend for Book-Entry Securities	 	12
	 
	ARTICLE THREE
	THE SECURITIES
	 	 	 
	Section 301.	 	Amount Unlimited; Issuable in Series	 	13
	Section 302.	 	Denominations	 	15
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	15
	Section 304.	 	Temporary Securities	 	17
	Section 305.	 	Registration, Registration of Transfer and Exchange	 	18
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	20
	Section 307.	 	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	 	21
	Section 308.	 	Optional Extension of Maturity	 	22
	Section 309.	 	Persons Deemed Owners	 	23
	Section 310.	 	Cancellation	 	23
	Section 311.	 	Computation of Interest	 	23
	Section 312.	 	Currency and Manner of Payments in Respect of Securities	 	23
	Section 313.	 	Appointment and Resignation of Successor Exchange Rate Agent	 	25
	Section 314.	 	CUSIP Numbers	 	26
	 	 	 	 	 
	ARTICLE FOUR
	SATISFACTION AND DISCHARGE
	 	 	 	 	 
	Section 401.	 	Satisfaction and Discharge of Indenture	 	26
	Section 402.	 	Application of Trust Funds	 	27
	Section 403.	 	Repayment to the Company	 	27
	Section 404.	 	Survival	 	27
	Section 405.	 	Reinstatement	 	28


  




    	 



    	 



    

  


	ARTICLE FIVE
	REMEDIES
	 	 	 
	Section 501.	 	Events of Default	 	28
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	29
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	30
	Section 504.	 	Trustee May File Proofs of Claim	 	30
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities or Coupons	 	31
	Section 506.	 	Application of Money Collected	 	31
	Section 507.	 	Limitation on Suits	 	31
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest and Additional Amounts, if Any	 	31
	Section 509.	 	Restoration of Rights and Remedies	 	32
	Section 510.	 	Rights and Remedies Cumulative	 	32
	Section 511.	 	Delay or Omission Not Waiver	 	32
	Section 512.	 	Control by Holders of Securities	 	32
	Section 513.	 	Undertaking for Costs	 	32
	Section 514.	 	Waiver of Past Defaults	 	32
	Section 515.	 	Waiver of Usury, Stay or Extension Laws	 	33
	 
	ARTICLE SIX
	THE TRUSTEE
	 	 	 
	Section 601.	 	Notice of Defaults	 	33
	Section 602.	 	Duties of Trustee	 	33
	Section 603.	 	Certain Rights of Trustee	 	34
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	35
	Section 605.	 	May Hold Securities	 	35
	Section 606.	 	Money Held in Trust	 	35
	Section 607.	 	Compensation and Reimbursement	 	35
	Section 608.	 	Corporate Trustee Required; Eligibility	 	36
	Section 609.	 	Resignation and Removal; Appointment of Successor	 	36
	Section 610.	 	Acceptance of Appointment by Successor	 	37
	Section 611.	 	Merger, Conversion, Consolidation or Succession to Business	 	38
	Section 612.	 	Appointment of Authenticating Agent	 	38
	Section 613.	 	Conflicting Interests	 	39
	Section 614.	 	Appointment of Co-Trustee	 	39
	Section 615.	 	Trustee’s Application for Instructions from the Company	 	39
	Section 616.	 	Preferential Collection of Claims Against Company	 	40
	 
	ARTICLE SEVEN
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 701.	 	Disclosure of Names and Addresses of Holders	 	40
	Section 702.	 	Reports by Trustee	 	40
	Section 703.	 	Reports by Company	 	40
	Section 704.	 	Calculation of Original Issue Discount	 	41
	 
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	 
	Section 801.	 	Company May Consolidate, Etc., Only on Certain Terms	 	41
	Section 802.	 	Successor Person Substituted	 	42
	Section 803.	 	Officers’ Certificate and Opinion of Counsel	 	42
	 
	ARTICLE NINE
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	42
	Section 902.	 	Supplemental Indentures with Consent of Holders	 	43
	Section 903.	 	Execution of Supplemental Indentures	 	44


 




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	Section 904.	 	Effect of Supplemental Indentures	 	44
	Section 905.	 	Conformity with Trust Indenture Act	 	44
	Section 906.	 	Reference in Securities to Supplemental Indentures	 	44
	Section 907.	 	Effect on Senior Indebtedness	 	44
	 
	ARTICLE TEN
	COVENANTS
	 	 	 
	Section 1001.	 	Payment of Principal, Premium, if any, and Interest	 	45
	Section 1002.	 	Maintenance of Office or Agency	 	45
	Section 1003.	 	Money for Securities Payments to be Held in Trust	 	46
	Section 1004.	 	Corporate Existence	 	47
	Section 1005.	 	Additional Amounts	 	47
	Section 1006.	 	Statement as to Compliance	 	47
	Section 1007.	 	Waiver of Certain Covenants	 	47
	Section 1008.	 	Statement by Officers as to Default	 	48
	 
	ARTICLE ELEVEN
	REDEMPTION OF SECURITIES
	 	 	 
	Section 1101.	 	Applicability of Article	 	48
	Section 1102.	 	Election to Redeem; Notice to Trustee	 	48
	Section 1103.	 	Selection by Trustee of Securities to be Redeemed	 	48
	Section 1104.	 	Notice of Redemption	 	48
	Section 1105.	 	Deposit of Redemption Price	 	49
	Section 1106.	 	Securities Payable on Redemption Date	 	49
	Section 1107.	 	Securities Redeemed in Part	 	50
	 
	ARTICLE TWELVE
	SINKING FUNDS
	 	 	 
	Section 1201.	 	Applicability of Article	 	50
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	50
	Section 1203.	 	Redemption of Securities for Sinking Fund	 	50
	 
	ARTICLE THIRTEEN
	REPAYMENT AT THE OPTION OF HOLDERS
	 	 	 
	Section 1301.	 	Applicability of Article	 	51
	Section 1302.	 	Repayment of Securities	 	51
	Section 1303.	 	Exercise of Option	 	51
	Section 1304.	 	When Securities Presented for Repayment Become Due and Payable	 	51
	Section 1305.	 	Securities Repaid in Part	 	52
	 
	ARTICLE FOURTEEN
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 1401.	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	 	52
	Section 1402.	 	Defeasance and Discharge	 	52
	Section 1403.	 	Covenant Defeasance	 	53
	Section 1404.	 	Conditions to Defeasance or Covenant Defeasance	 	53
	Section 1405.	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	54
	Section 1406.	 	Reinstatement	 	54
	 
	ARTICLE FIFTEEN
	MEETINGS OF HOLDERS OF SECURITIES
	 	 	 
	Section 1501.	 	Purposes for Which Meetings May Be Called	 	54
	Section 1502.	 	Call, Notice and Place of Meetings	 	55


  




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	Section 1503.	 	Persons Entitled to Vote at Meetings	 	55
	Section 1504.	 	Quorum; Action	 	55
	Section 1505.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	56
	Section 1506.	 	Counting Votes and Recording Action of Meetings	 	56
	 	 	 	 	 
	ARTICLE SIXTEEN
	SUBORDINATION OF SECURITIES
	 	 	 	 	 
	Section 1601.	 	Agreement to Subordinate	 	56
	Section 1602.	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	 	57
	Section 1603.	 	No Payment on Securities in Certain Circumstances	 	58
	Section 1604.	 	Payments on Securities Permitted	 	59
	Section 1605.	 	Authorization of Holders to Trustee to Effect Subordination	 	59
	Section 1606.	 	Notices to Trustee	 	59
	Section 1607.	 	Trustee as Holder of Senior Indebtedness	 	59
	Section 1608.	 	Modifications of Terms of Senior Indebtedness	 	59
	Section 1609.	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	59
	Section 1610.	 	Acceleration of Securities	 	60
	Section 1611.	 	Subordination May Not be Impaired by the Company	 	60
	Section 1612.	 	Notice by the Company	 	60
	 
	EXHIBIT A – FORMS OF CERTIFICATES	 	62


  




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INDENTURE, dated as of ____________ __,
20__ between FEDERATED NATIONAL HOLDING COMPANY, a Florida corporation (hereinafter called the “Company”), having its
principal office at 14050 N.W. 14th Street, Suite 180, Sunrise, Florida 33323, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
(hereinafter called the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company deems it necessary
to issue from time to time for its lawful purposes subordinated debt securities (hereinafter called the “Securities”)
evidencing its unsecured and subordinated indebtedness, which may or may not be convertible into or exchangeable for any securities
of any Person (including the Company), and has duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, to be issued in one or more series, unlimited as to principal amount, to bear such
rates of interest, to mature at such times and to have such other provisions as provided in this Indenture;


 


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


 


WHEREAS, all things necessary to make this
Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done;


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 101.        Definitions.


 


(a) For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires or unless such definition is changed or amended in a supplement
or amendment to this Indenture:


 


(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 TIA, either directly or by reference therein, have the meanings assigned to them therein, and the terms
“cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the meanings
assigned to them in the rules of the Commission adopted under the TIA;


 


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


 


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


 


(b) Certain terms, used principally in Article
Three, Article Five and Article Six, are defined in those Articles.


 


(c) Other terms are defined as follows:


 


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


 


“Additional Amounts” means
any additional amounts which are required by a Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders.


 


“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.


 




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“Authenticating Agent”
means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 612 to authenticate Securities.


 


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


 


“Bearer Security” means
any Security established pursuant to Section 201 which is payable to bearer or that is otherwise not a Registered Security.


 


“Board of Directors” means
the board of directors of the Company, or the executive committee or any committee of that board duly authorized to act hereunder.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary or any Vice President 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.


 


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


 


“Capital Stock” means (i) in
the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or
limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.


 


“Clearstream” means Clearstream
Banking société anonyme or its successor.


 


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


 


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


 


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


 


“Company Request” and “Company
Order” mean, respectively, a written request or order signed in the name of the Company by the Chairman, the President, the
Chief Executive Officer, the Chief Financial Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller
or an Assistant Controller, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


 


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


 


“Conversion Event” means
the cessation of use of (1) a Foreign Currency both by the government of the country which issued such Currency and by a central
bank or other public institutions of or within the international banking community for the settlement of transactions, (2) the
euro for the settlement of transactions by public institutions of or within the European Communities or (3) any currency unit
(or composite currency) other than the euro for the purposes for which such currency unit was established.


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402.


 


“Corporation” includes
corporations, associations, limited liability companies, companies and business trusts.


 




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


 


“Credit Facilities” means,
one or more debt facilities or commercial paper facilities or other agreements or indentures, in each case with banks or other
lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or other
debt, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to
time by one or more of such facilities, whether with the same or different banks and lenders and whether or not increasing the
amount thereunder.


 


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


 


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


 


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


 


“Depositary Participant”
means, with respect to the Depository Trust Company (the “Depositary”) or its nominee, an institution that has an account
therewith.


 


“Disqualified Stock” means
any Capital Stock that, by its terms (or by the terms of any security) into which it is convertible, or for which it is exchangeable,
in each case at the option of the holder of thereof), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable, at the option of the holder thereof, in whole or in part,
on or prior to the date that is six months after the date on which the Securities mature. The term “Disqualified Stock”
shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at
the option of the holder, or required to be redeemed, on or prior to the date that is six months after the date on which the Securities
mature.


 


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


 


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


 


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


 


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


 


“Euroclear” means Euroclear
Bank, or its successor as operator of the Euroclear System.


 


“European Communities”
means the European Union, the European Coal and Steel Community and the European Atomic Energy Community.


 


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


 


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


 


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


 


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


 


“Exchange Rate Officer’s Certificate”
means a certificate setting forth (1) the applicable Market Exchange Rate or the applicable bid quotation and (2) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis
of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency),
payable with respect to a Security of any series on the basis of such Market Exchange Rate signed by the Chief Financial Officer,
the Treasurer, the Controller, any Vice President or any Assistant Treasurer or Assistant Controller of the Company.


 


“Foreign Currency” means
any Currency, including, without limitation, the euro, issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.


 




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“Government Obligations”
means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities which are:


 


(1) direct obligations of the government
which issued the Currency in which the Securities of a particular series are payable, or


 


(2) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of such government which issued the Currency in which the Securities
of such series are payable, the payment of which is unconditionally guaranteed by such government,


  


which, in either case, are full faith and credit obligations
of such government payable in such Currency and are not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder
of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.


 


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


 


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


 


“Indexed Security” means
a Security as to which all or certain interest payments and/or the principal amount payable at Maturity are determined by reference
to prices, changes in prices, or differences between prices, of securities, Currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures as are specified in Section 301 hereof.


 


“Interest,” when used with
respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean interest payable
after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1005
or otherwise, includes such Additional Amounts.


 


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


 


“Letter of Credit Facilities”
means the letters of credit entered into by the Company in the ordinary course of business, as the same may be amended, supplemented
or otherwise modified including any refinancing, refunding, replacement or extension thereof.


 


“Market Exchange Rate”
means, unless otherwise specified with respect to any Securities pursuant to Section 301, (1) for any conversion involving
a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of
the relevant series, (2) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate
for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve
Bank of New York and (3) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate
at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency
into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major
banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in
each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301,
in the event of the unavailability of any of the exchange rates provided for in clauses (1), (2) and (3) of this definition,
the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve
Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or another
principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident issuer
of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities.


 




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


 


“Officer” means, with respect
to any Person, the Chairman of the Board, the President, any Vice President, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, the Controller, the Secretary or the Assistant Secretary of such Person.


 


“Officers’ Certificate”
means, with respect to any Person, a certificate signed by two Officers, one of which must be the principal executive, principal
financial officer or principal accounting officer of such Person.


 


“Opinion of Counsel” means
a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company.


 


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


 


“Outstanding,” when used
with respect to Securities or any series of any Securities, means, as of the date of determination, all Securities or all Securities
of such series, as the case may be, theretofore authenticated and delivered under this Indenture, except:


 


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


 


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


 


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


 


(4) Securities which have been paid
pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
provided that, in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section 502,
(ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination
or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of
the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer’s Certificate delivered
to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security or Indexed Security, the Dollar
equivalent as of such date of original issuance of the amount determined as provided in clause (i) or clause (iii) of
this definition, respectively) of such Security, (iii) the principal amount of any Indexed Security that may be counted in
making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 




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“Parent Entity” means the
entity that holds all of the Capital Stock of the Company upon the occurrence of a reorganization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regular Record Date” for
the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.


 


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


 


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


 


“Representative” means
the indenture trustee or other trustee, agent, or representative in respect of any Senior Indebtedness; provided that if, and for
so long as, any such indebtedness lacks such representative, then the Representative for such Senior Indebtedness shall at all
times constitute the holders of a majority in outstanding principal amount of such indebtedness in respect of any Senior Indebtedness.


 


“Responsible Officer” shall
mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant 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.


 


“Restricted Subsidiaries”
means [              ].


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided , that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


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


 




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“Senior Indebtedness” means
the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others
guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for
money borrowed, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided
that such indebtedness is not senior or prior in right of payment to the Securities, and (b) renewals, extensions, modifications
and refundings of any such indebtedness. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (1) indebtedness
evidenced by the Securities outstanding on the date hereof or thereafter created; (2) indebtedness of the Company that is
expressly subordinated in right of payment to any Senior Indebtedness of the Company or the Securities; (3) indebtedness of
the Company that by operation of law is subordinate to any general unsecured obligations of the Company; (4) indebtedness
of the Company to the extent incurred in violation of any covenant of this Indenture; (5) any liability for federal, state
or local taxes or other taxes, owed or owing by the Company; (6) indebtedness for goods, materials or services purchased in
the ordinary course of business or indebtedness consisting of trade account payables or other current liabilities (other than the
current portion of long-term indebtedness which would constitute Senior Indebtedness but for the operation of this clause (6));
(7) amounts owed by the Company for compensation to employees or for services rendered to the Company, (8) indebtedness
of the Company to any Subsidiary or any other Affiliate of the Company or any such Affiliate’s Subsidiaries; (9) any
repurchase, redemption or other Obligation in respect of Disqualified Stock or any rights with respect thereto; (10) amounts
owing under leases and (11) indebtedness which when incurred and without any respect to any election under Section 111(b)
of Title 11 of the United States Code is without recourse to the Company.


 


“Significant Subsidiary”
means any subsidiary that would constitute a “Significant Subsidiary” within the meaning of Article 1 of Regulation
S-X, promulgated pursuant to the Exchange Act, as in force at the date as of which this Indenture was executed.


 


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


 


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


 


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


 


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


 


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


 


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


 


“United States Person”
means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United
States or an estate the income of which is subject to United States federal income taxation regardless of its source or a trust
whose administration is subject to the primary supervision of a United States court and which has one or more United States persons
who have the authority to control all of its decisions.


 


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


 


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


 


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


 




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


 


Section 102.        Compliance
Certificates and Opinions.


 


(a) Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with and 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.


 


(b) Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1006) shall include:


 


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


 


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


 


Section 103.        Form of Documents Delivered
to Trustee.


 


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


 


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


  


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


 




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


 


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


 


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


 


(e) If the Company shall solicit from the
Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later than 180 days after the record date.


 


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


 


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


 


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


 


(1) the Trustee by any Holder,
or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via
facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or at any other address
previously furnished in writing by the Trustee to the Holders or the Company, 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 it at the address of the Company’s principal office specified
in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.


 




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Section 106.        Notice to Holders; Waiver.


 


(a) Where this Indenture provides for notice
of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by email, to each such Holder affected
by such event, at his physical address or email address as such address appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.


 


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


 


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


 


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


 


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


 


(f) 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.


 


(g) Notwithstanding any other provision of
this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of
redemption or purchase) to a Holder of a global Security (whether by mail or otherwise), such notice shall be sufficiently given
if given to the Depository (or its designee) pursuant to the standing instructions from the Depository or its designee.


 


Section 107.        Effect of Headings and
Table of Contents.


 


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


 


Section 108.        Successors and Assigns.


 


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


 


Section 109.        Separability Clause.


 


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


 




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Section 110.        Benefits of Indenture.


 


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


 


Section 111.        Governing Law.


 


This Indenture, the Securities, and coupons
shall be governed by and construed in accordance with the law of the State of New York. This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such
provisions.


 


Section 112.        Legal Holidays.


 


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


 


Section 113.        Conflict of Any Provision
of Indenture with Trust Indenture Act.


 


If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with any provision (an “incorporated provision”) required by or deemed
to be included in this Indenture by operation of the TIA, such imposed duties or incorporated provisions shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.


 


Section 114.        No Recourse against
Others.


 


A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting any of the
Securities waives and releases all such liability.


 


Section 115.        Waiver of Trial by Jury.


 


The Company, the Trustee and Holders hereby
irrevocably and unconditionally waive the right to trial by jury in connection with any claim arising out of or relating to the
Securities and under this Indenture.


 


ARTICLE TWO


SECURITIES FORMS


 


Section 201.        Forms of Securities.


 


(a) The Registered Securities, if any, of
each series, the Bearer Securities, if any, of each series and related coupons shall be in substantially the forms as shall be
established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in
accordance with Section 301, shall have such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements placed thereon as the Company, as the case may be, may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed,
or to conform to usage.


 


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


 


(c) The definitive Securities and coupons
shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner,
all as determined by the Officers executing such Securities or coupons, as evidenced by their execution of such Securities or coupons.


 




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


 


Subject to Section 612, the
Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 


  


Section 203.        Securities Issuable
in Global Form.


 


(a) If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Subsection 301(b)
and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may
from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee 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. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303
or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery
or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel.


 


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


 


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


 


(d) Notwithstanding the provisions of Section 309
and except as provided in Subsection (c) of this Section, the Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (1) in
the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or
(2) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.


 


Section 204.        Form of Legend for Book-Entry
Securities.


 


Any global Security authenticated and delivered
hereunder shall bear a legend (which would be in addition to any other legends required in the case of a restricted Security) in
substantially the following form:


 


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


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 




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ARTICLE THREE


THE SECURITIES


 


Section 301.        Amount Unlimited; Issuable
in Series.


 


(a) The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


 


(b) The Securities shall be subordinated in
right of payment to Senior Indebtedness as provided in Articles Sixteen. The Securities shall rank equally and pari passu and may
be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any
or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) of
this Subsection), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the
series and set forth in such Securities of the series when issued from time to time):


 


(1) the title of the Securities
of the series, including CUSIP Numbers (which shall distinguish the Securities of such series from all other series of Securities);


 


(2) any limit upon the aggregate
principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906, 1107 or 1305) and whether any series may be reopened for additional Securities of
that series; in the event that such series of Securities may be reopened from time to time for issuances of additional Securities
of such series, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior
Securities of such series or whether the Company may establish additional or different terms with respect to such additional Securities;


 


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


 


(4) the rate or rates at which the
Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or
dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Registered Security
on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which interest shall be
calculated if other than on the basis of a 360-day year of 12 30-day months;


 


(5) the place or places, if any,
other than or in addition to the Corporate Trust Office, where the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of
transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served;


 


(6) the period or periods within
which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms and conditions
upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have
that option;


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(15) any deletions from, modifications
of or additions to the Events of Default or covenants or other provisions (including any deletions from, modifications of or additions
to any of the provisions of Section 1007) of the Company with respect to Securities of the series, whether or not such Events
of Default or covenants or other provisions are consistent with the Events of Default or covenants or other provisions set forth
herein;


 


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


 


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


 


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


 


(19) the applicability, if any,
of Sections 1402 and 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any
of the provisions of Article Fourteen;


 




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


 


(21) whether, under what circumstances
and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 1005 on the Securities of the
series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of
any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts (and the terms of any such option);


 


(22) the designation of the initial
Exchange Rate Agent, if any;


 


(23) if the Securities of the series
are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon
which such Securities of the series will be so convertible or exchangeable (including, without limitation, the initial conversion
price or rate, the conversion period, the conversion agent, if any, adjustments of the applicable conversion price or rate and
any requirements with respect to the reservation of shares or Securities for purposes of conversion);


 


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


 


(25) any other terms of the series
(which terms shall not be inconsistent with the requirements of the TIA).


 


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


 


(d) If any of the terms of the Securities
of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such
action(s) shall be certified by the Secretary or an Assistant Secretary or any Vice President of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of such series.


 


Section 302.        Denominations.


 


The Securities of each series shall be issuable
in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provision with respect
to Securities of any series, the principal, premium and interest and Additional Amounts with respect to the Securities shall be
payable in Dollars. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such series, other than Registered Securities issued in global
form (which may be of any denomination) shall be issuable in denominations of $1,000 and any integral multiple thereof, and the
Bearer Securities of such series, other than Bearer Securities issued in global form (which may be of any denomination), shall
be issuable in a denomination of $5,000.


 


Section 303.        Execution, Authentication,
Delivery and Dating.


 


(a) The Securities and any coupons appertaining
thereto shall be executed on behalf of the Company by two Officers of the Company. The signature of any of these Officers on the
Securities and coupons may be manual or facsimile signatures of the present or any future such authorized Officer and may be imprinted
or otherwise reproduced on the Securities.


 


(b) Securities or coupons 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 Securities
or did not hold such offices at the date of such Securities or coupons.


 




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(c) At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining
thereto, executed by the Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided
, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301,
a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture or such other certificate
as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior
to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes
exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security
shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation
of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest
in such permanent global Bearer Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If all the Securities
of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining
the terms of particular Securities of such series, such as interest rate, maturity date, date of issuance and date from which interest
shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Sections 315(a) through 315(d)) shall be
fully protected in relying upon,


 


(1) an Opinion of Counsel stating,


 


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


 


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


 


(iii) that such Securities, together
with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’
rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect
the rights of Holders of such Securities and any coupons;


 


(2) an Officers’ Certificate
stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities
shall have occurred and be continuing; and (3) an executed supplemental indenture (if any).


 


(d) Notwithstanding the provisions of Section 301
and of this Section 303, if all the Securities of any series are not to be issued at one time, it shall not be necessary to
deliver an Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order, Opinion of Counsel
or Officers’ Certificate otherwise required pursuant to Subsection (c) of this Section at the time of issuance of each
Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of such series.


 


(e) The Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture. Notwithstanding the generality of the foregoing, the Trustee will not be required
to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform
its duties with respect to such Securities.


 


(f) Each Registered Security shall be dated
the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301.


 


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


 


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


 




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Section 304.        Temporary Securities.


 


(a) Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations
as the Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form.


 


(b) Except in the case of temporary Securities
in global form (which shall be exchanged in accordance with Subsection 304(c) or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining thereto),
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations; provided , that, no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange
for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of
such series.


 


(c)         (1)
Unless otherwise provided in or pursuant to a Board Resolution, this Subsection 304(c) shall govern the exchange of temporary
Securities issued in global form.


 


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


 


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


 


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


 




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(5) Until exchanged in full as hereinabove
provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit
without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream,
as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this clause (5) of Subsection
304(c) shall satisfy the certification requirements of clauses (3) and (4) of this Subsection 304(c) and of Subsection 303(c)
of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect
to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange
Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners.
Except as otherwise provided in this clause (5) of Subsection 304(c), no payments of principal (or premium, if any) or interest,
if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest
in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received
by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the Company.


 


Section 305.        Registration, Registration
of Transfer and Exchange.


 


(a) The Company shall cause to be kept at
the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series
of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose
of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided. In the
event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable
times.


 


(b) Upon surrender for registration of transfer
of any Registered Security of any series at any office or agency in a Place of Payment for the register and transfer of Securities
of that series, the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and conditions
of this Article Three, in the name of the designated transferee or transferees, one or more new Registered Securities of the
same series, of any authorized denominations and of a like aggregate principal amount, and tenor.


 


(c) At the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and
of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to
be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.
Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may
not be issued in exchange for Registered Securities.


 




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(d) If (but only if) expressly permitted in
or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate,
or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities
of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such payment; provided, that, except as otherwise provided
in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at
an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after
the close of business at such office or agency on (1) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (2) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture.


 


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


 


(f) Notwithstanding the foregoing, except
as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided
in this Subsection 305(f). If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified
as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have
been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged,
the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such
beneficial owner’s interest in such permanent global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such
other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee
shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global
Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner thereof; provided , that, no such exchanges may occur
during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise
delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange occurs on (1) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or (2) any Special Record Date
and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.


 


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


 


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


 


(i) No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


 




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(j) The Company shall not be required (1) to
issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period
beginning at the opening of business 15 days before, and ending at the close of business on (i) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of redemption and (ii) if such Securities are
issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are
also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (2) to
register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case
of any Registered Security to be redeemed in part, the unredeemed portion thereof, or (3) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like
tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (4) to issue, register
the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.


 


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


 


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


 


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


 


(a) If any mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company, together with, in proper cases, such security
or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount, and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons,
if any, appertaining to the surrendered Security.


 


(b) If there shall be delivered to the Company
and to the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, and (2) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon appertains.


 


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


 


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


 


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


 


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


 




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Section 307.       
Payment of Interest; Interest Rights Preserved; Optional Interest Reset.


 


(a) Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 301, interest, if any, on any Registered Security that
is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, that, each
installment of interest, if any, on any Registered Security may at the Company’s option be paid by (1) mailing a check
for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 309, to the address
of such Person as it appears on the Security Register or (2) transfer to an account located in the United States maintained
by the payee.


 


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


 


(c) Unless otherwise provided as contemplated
by Section 301, every permanent global Security will provide that interest, if any, payable on any Interest Payment Date will
be paid to each of Euroclear and Clearstream with respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and Clearstream to credit the interest, if any, received
by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.


 


(d) In case a Bearer Security of any series
is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place
of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment
Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


 


(e) Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security of any
series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder thereof 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) of this Subsection:


 


(1) The Company may elect to make
payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less than 20 days
after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money
in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e)) equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 106,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2) of this Subsection. In case a Bearer Security of any series
is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this Indenture.


 




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


 


(f) The provisions of this Subsection 307(f)
may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions
as may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to calculate
such interest rate, if applicable) on any Security of such series may be reset by the Company on the date or dates specified on
the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to such
Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date for such
Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to reset
the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (1) such
new interest rate (or such new spread or spread multiplier, if applicable) and (2) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date,
to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the date or dates
on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent
Interest Period.


 


(g) Notwithstanding the foregoing, not later
than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if applicable) for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such
spread or spread multiplier providing for a higher interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have
not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to Subsection 307(h), will bear such
higher interest rate (or such spread or spread multiplier providing for a higher interest rate, if applicable).


 


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


 


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


 


Section 308.        Optional Extension of
Maturity.


 


(a) The provisions of this Section 308
may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions
as may be specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the
option of the Company for the period or periods specified on the face of such Security (each an “Extension Period”)
up to but not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise
such option with respect to any Security by notifying the Trustee in writing of such exercise at least 45 but not more than 60
days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”).
If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder
of such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating
(i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest
rate (or spread, spread multiplier or other formula used to calculate such interest rate, if applicable), if any, applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified
by the Extension Notice and as described in Subsection (b) of this Section, such Security will have the same terms as prior
to the transmittal of such Extension Notice.


 


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


 




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


 


Section 309.        Persons Deemed Owners.


 


(a) Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any Paying Agent and any authenticating agent may treat the
Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Registered Security
and for all other purposes whatsoever, whether or not such Registered Security be overdue, and none of the Company, the Trustee
nor any Paying Agent nor authenticating agent of the Company shall be affected by notice to the contrary.


 


(b) Title to any Bearer Security and any coupons
appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company, or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be
overdue, and none of the Company, the Trustee nor any agent of the Company, or the Trustee shall be affected by notice to the contrary.


 


(c) 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 Security in global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


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


  


Section 310.        Cancellation.


 


(a) All Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities
and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
Cancelled Securities and coupons held by the Trustee shall be disposed of by the Trustee in its customary manner. 


 


Section 311.        Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 301 with respect to Securities of any series, interest, if any, on the Securities of each series shall be computed
on the basis of a 360-day year of 12 30-day months.


 


Section 312.        Currency and Manner
of Payments in Respect of Securities.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


“Election Date” shall mean
the Regular Record Date for the applicable series of Registered Securities or at least 16 days prior to Maturity, as the case may
be, or such other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section 301
by which the written election referred to in Subsection 312(b) may be made.


 


 


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


 


(j) In the event that the Company determines
in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written
notice thereof to the Trustee and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion Date. In the event the Company so determines
that a Conversion Event has occurred with respect to the euro or any other currency unit in which Securities are denominated or
payable, the Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and such Trustee
will promptly thereafter give notice in the manner provided in Section 106 to the affected Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith
that any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the
Company will similarly give written notice to the Trustee and the Exchange Rate Agent.


 


(k) The Trustee of the appropriate series
of Securities shall be fully justified and protected in conclusively relying and acting upon information received by it from the
Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity
of such information independent of the Company or the Exchange Rate Agent. 


 


Section 313.        Appointment and Resignation
of Successor Exchange Rate Agent.


 


(a) Unless otherwise specified pursuant to
Section 301, if and so long as the Securities of any series (1) are denominated in a Foreign Currency or (2) may
be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will
cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant
to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting
the issued Foreign Currency into the applicable payment Currency for the payment of principal (and premium, if any) and interest,
if any, pursuant to Section 312.


 


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


 




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


 


Section 314.        CUSIP Numbers.


 


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


 


ARTICLE FOUR


SATISFACTION AND DISCHARGE


 


Section 401.       
Satisfaction and Discharge of Indenture.


 


(a) Unless otherwise specified pursuant to
Section 301 and subject to the provisions of Sections 404 and 405, this Indenture shall upon Company Request cease to
be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right
to receive Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such
series when


 


(1) either


 


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


 


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


 


(A)   have become due and payable, or


 


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


 


(C)         if
redeemable at the option of the Company, 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 subclauses (A),
(B) or (C) of this clause (ii), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust for such purpose an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge
the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, including
the principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 




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(2) in the case of subclause (ii) of
clause (1) of Subsection 401(a), no Default or Event of Default shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit;


 


(3) in the case of subclause (ii)
of clause (1) of Subsection 401(a), the Company has delivered irrevocable instructions to the Trustee hereunder to apply
the deposited money toward the payment of the Securities at Maturity or the Redemption Date, as the case may be;


 


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


 


(5) 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 as to such series have been complied with.


 


(b) Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 607, the obligations
of the Company to any Authenticating Agent under Section 612 if money shall have been deposited with the Trustee pursuant
to clause (1) of Subsection 401(a), the obligations of the Trustee under Section 402 and Subsection 1003(d) and the obligations
of the Company and the Trustee with respect to Securities of such series under Sections 305, 306, 1002 and 1005, with respect to
the payment of Additional Amounts, if any, with respect to any rights of Holders to require the Company to repay such Securities
as contemplated by Section 1301 and with respect to any rights of Holders to convert or exchange such Securities into other
Securities, shall survive such satisfaction and discharge. These obligations shall continue to be governed and construed in accordance
with Section 111.


 


Section 402.        Application of Trust
Funds.


 


Subject to the provisions of Subsection 1003(d),
all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with
the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including
the 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, if any, for whose payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by law.


 


Section 403.        Repayment to the Company.


 


Subject to any applicable unclaimed property
law, any money deposited with the Trustee in trust for the payment of the principal of, premium, if any, or interest on any Security
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 its request, and the Holder of such Security shall thereafter look only to the Company for payment thereof,
and all liability of the Trustee with respect to such trust money shall thereupon cease; provided , however , that
the Trustee, before being required to make any such repayment, may at the expense of the Company cause to be published once, in
the New York Times or Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Company.


 


Section 404.        Survival.


 


In the event that the Company makes, or causes
to be made, an irrevocable deposit with the Trustee for the benefit of the Holders of Securities pursuant to subclause (ii) of
clause (1) of Subsection 401(a), prior to the date of maturity or redemption, as the case may be, the following provisions
of the Indenture shall survive until otherwise terminated or discharged hereunder:


 


(a) the rights of the Holders of the Outstanding
Securities to receive payments in respect of the principal of, premium, if any, and interest on such Securities when such payments
are due from the trust;


 


(b) the Company’s obligations with respect
to such Securities under Article Three and Section 1002;


 


(c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and


 


(d) this Article Four.


 




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Section 405.        Reinstatement.


 


If the Trustee or Paying Agent is unable to
apply any United States dollars or Government Obligations in accordance with Section 402, as the case may be, by reason of
an order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had
occurred pursuant to subclause (ii) of clause (1) of Subsection 401(a) until such time as the Trustee or the Paying Agent
is permitted to apply all such money in accordance with Section 402; provided , however , that, if the Company
makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by
the Trustee or the Paying Agent.


 


ARTICLE FIVE


REMEDIES


 


Section 501.        Events of Default.


 


(a) “Event of Default,” wherever
used herein with respect to any particular series of Securities, means any one of the following events as such events may be otherwise
amended in accordance with Section 301 (whatever the reason for such Event of Default and whether or not it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):


 


(1) default in the payment of any
interest upon, or any Additional Amount payable in respect of, any Security of that series or of any coupon appertaining thereto,
when such interest or coupon becomes due and payable, and continuance of such default for a period of 30 days; or


 


(2) default in the payment of the
principal of (or premium, if any, on) any Security when it becomes due and payable at Maturity upon acceleration, optional redemption,
required purchase or otherwise; or


 


(3) default in the performance,
or breach, of the provisions described in Section 801; or


 


(4) default in the performance,
or breach, of any covenant or agreement of the Company contained in this Indenture (other than a default in the performance, or
breach, of a covenant or warranty which is specifically addressed in clauses (1) , (2) or (3) of this Subsection
501(a)), and continuance of such default or breach for a period of 30 days after written notice shall have been given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities; or


 


(5) the Company or any of its Significant
Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary) pursuant to or within the meaning
of any Bankruptcy Law:


 


(i) commences a voluntary case,


 


(ii) consents to the entry of
an order for relief against it in an involuntary case,


 


(iii) makes a general assignment
for the benefit of its creditors, or


 


(iv) generally is not paying its
debts as they become due; and


 


(6) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that:


 


(i) is for relief against the
Company or any of its Significant Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary)
in an involuntary case;


 


(ii) appoints a custodian for
the Company or any of its Significant Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary)
or for all or substantially all of the properties of the Company or any of its Significant Subsidiaries (or any Subsidiaries that,
taken together, would constitute a Significant Subsidiary); or


 


(iii) orders the liquidation of
the Company or any of its Significant Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary);
and


 


(iv) the order or decree remains
unstayed and in effect for 60 consecutive days; or


 


(7) (i) one or more defaults
in the payment of principal of or premium, if any, on indebtedness of the Company or any Significant Subsidiary aggregating $[
             ] million or more, when the same becomes due and payable
at the Stated Maturity thereof, and such default or defaults shall have continued after any applicable grace period and shall not
have been cured or waived or the indebtedness repaid in full within ten days of the default or (ii) indebtedness of the Company
or any Significant Subsidiary aggregating $[              ] million
or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than
by regularly scheduled required prepayment) prior to the Stated Maturity thereof and such acceleration has not been rescinded or
the indebtedness repaid in full within ten days of the acceleration or requirement to be repaid or repurchased; or


 




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(8) one or more judgments or orders
shall be rendered against the Company or any Significant Subsidiary for the payment of money, either individually or in an aggregate
amount, in excess of $[              ] million (net of any net cash
proceeds received from insurance companies) and shall not be discharged and either (i) an enforcement proceeding shall have
been commenced by any creditor upon such judgment or order or (ii) there shall have been a period of 60 consecutive days during
which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, was not in effect; or


 


(9) default in the deposit of any
sinking fund payment, when and as due by the terms of any Securities of that series.


 


(b) The term “Bankruptcy Law”
means title 11, U.S. Code, as amended from time to time, or any similar foreign, Federal or State law for the relief of debtors.
The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any
Bankruptcy Law.


 


Section 502.        Acceleration of Maturity;
Rescission and Annulment.


 


(a) If an Event of Default (other than an
Event of Default specified in clauses (5) and (6) of Subsection 501(a)) occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series
may declare the unpaid principal of, (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series) premium, if any, and accrued and unpaid interest
on, all the Securities of that series then outstanding to be due and payable, by a notice in writing to the Company (and to the
Trustee if given by the Holders), specifying the respective Event of Default and upon any such declaration such principal, premium,
if any, and accrued and unpaid interest shall become immediately due and payable; provided , however , that so long as any obligations
under any Credit Facilities shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration
of indebtedness under such Credit Facilities or (2) five Business Days after receipt by the Company and the agent under such
Credit Facilities of written notice of such declaration of acceleration of the Securities. If an Event of Default specified in
clauses (5) and (6) of Subsection 501(a) with respect to the Company occurs, all unpaid principal of, and accrued
interest on, the Securities then outstanding will become due and payable immediately, without any declaration or other act on the
part of the Trustee or any Holder.


 


(b) If:


 


(1) the Company has paid or deposited
with such Trustee a sum sufficient to pay (i) all overdue installments of interest on all such Securities, (ii) the principal
of, and premium, if any, on any Securities that have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Securities, (iii) to the extent that payment of such interest is
lawful, interest on the defaulted interest at the rate or rates prescribed therefor in such Securities, and (iv) all money
paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel;


 


(2) all Events of Default with respect
to Securities of that series, other than the nonpayment of the principal of any Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as provided in this Indenture;


 


(3) the rescission would not conflict
with any judgment or decree of a court of competent jurisdiction; and


 


(4) the Holders of a majority in
aggregate principal amount of the then Outstanding Securities give written notice to the Company and the Trustee of their desire
to rescind and annul a declaration of acceleration and its consequences,


 


then such declaration of acceleration shall be deemed
rescinded and annulled.


 


No such rescission shall affect
any subsequent Event of Default or impair any right consequent thereon.


 




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(c) If any Event of Default occurs by reason
of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional
redemption provisions of this Indenture or any supplemental indenture, then, upon acceleration of the Securities, an equivalent
premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in
the Securities to the contrary notwithstanding. If an Event of Default occurs during any time that the Securities are outstanding,
by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Securities, then the premium specified in this Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Securities.


 


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


 


(a) The Company covenants that if:


 


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


 


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


 


(b) 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 Securities of such series and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities of such series,
wherever situated.


 


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


 


Section 504.        Trustee May File Proofs
of Claim.


 


(a) In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company, or any other obligor upon the Securities or the property of the Company, or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of any overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:


 


(1) to file and prove a claim for
the whole amount of principal (and premium, if any, or in the case of Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be provided for in the terms thereof) and interest, if any, owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
and the Holders allowed in any judicial proceedings relative to the Company upon the Securities, its creditors or its property,
and


 


(2) to collect and receive any money
or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to 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.


 


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


 




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Section 505.        Trustee May Enforce
Claims Without Possession of Securities or Coupons.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Securities or coupons or does not produce any of them in the proceeding. If an Event of Default
in payment of principal, premium, if any, or interest specified in clause (1) or (2) of Subsection 501(a) occurs
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust, against the Company for
the whole amount of principal, premium, if any, and interest remaining unpaid with respect to such Securities, and interest on
overdue principal and premium, if any, and to the extent lawful, interest on overdue interest, and such further amounts as shall
be sufficient to cover the costs and expenses of collection, including the reasonable compensation and expenses of the Trustee,
its agents and counsel. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.


 


Section 506.        Application of Money
Collected.


 


If the Trustee collects any money or property
pursuant to this Article Five, it shall pay out the money or property in the following order:


 


FIRST: To the Trustee
for amounts due under Section 607;


 


SECOND: To Holders of
Senior Indebtedness to the extent required by Article Sixteen;


 


THIRD: To Holders for
amounts due and unpaid upon the Securities and coupons for principal (and premium, if any) and interest, if any, ratably, without
preference or priority of any kind, according to the amounts due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, respectively; and


 


FOURTH: To the Company.


 


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this Section 506.


 


Section 507.        Limitation on Suits.


 


No Holder of any Security of any series or
any related coupon will have any right to institute any proceeding, judicial or otherwise, or for the appointment of a receiver
or trustee, or pursue any remedy under this Indenture, unless:


 


(a) such Holder has previously given written
notice to the Trustee of a continuing Event of Default;


 


(b) the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series will have made written request to such Trustee to pursue such remedy, including,
if applicable, to institute proceedings in respect of such Event of Default in its own name as Trustee under this Indenture;


 


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


 


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


 


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


 


it being understood and intended that no one or more of such
Holders shall have any right to use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority
over other Holders.


 


Section 508. Unconditional Right
of Holders to Receive Principal, Premium and Interest and Additional Amounts, if Any.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional, to receive payment of
the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on such Security or payment of such coupon
on the respective due dates expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 




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Section 509.        Restoration of Rights
and Remedies.


 


If the Trustee or any Holder of a Security
or coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and the Holders of Securities and coupons 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 with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in Subsection 306(f), no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 511.        Delay or Omission Not
Waiver.


 


No delay or omission of the Trustee or of
any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders of Securities or coupons, as the case may be.


 


Section 512.        Control by Holders of
Securities.


 


Subject to Section 602(e), with respect to
any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall have
the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee under this Indenture or exercising any trust or
power conferred upon such Trustee under this Indenture, provided that:


 


(a) the Trustee may refuse to follow any direction
that is in conflict with any rule of law or with this Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction;
and


 


(b) the Trustee may take any other action
it deems proper that is not inconsistent with any such direction received from Holders.


 


Section 513.        Undertaking for Costs.


 


All parties to this Indenture agree that 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
or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorney’s
fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant, provided that this Section 513 shall not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 508 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities.


  


Section 514.        Waiver of Past Defaults.


 


(a) The Holders of not less than a majority
in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series
and any related coupons 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, if any, or Additional Amounts on any Security of such series or any related coupons, or


 


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


 


(b) 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 Event of Default or impair any right consequent thereon.


 




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Section 515.        Waiver of Usury, 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 or any usury or other law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE SIX


THE TRUSTEE


 


Section 601.        Notice of Defaults.


 


Within sixty days after the earlier of receipt
from the Company of notice of the occurrence of a Default or Event of Default hereunder or the date such occurrence hereunder actually
becomes known to a Responsible Officer of the Trustee, the Trustee shall transmit to all Holders of Securities of such series,
in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided , that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest, if any, on any Security of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee
in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities and coupons of
such series; and provided further that in the case of any Default or breach of the character specified in clause (4) of
Subsection 501(a) with respect to the Securities and coupons of such series, no such notice to Holders shall be given until
at least 30 days after the occurrence thereof unless otherwise specified in accordance with Section 301.


 


Section 602.        Duties of Trustee.


 


(a) If 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 such exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.


 


(b) Except during the continuance of an Event
of Default:


 


(1) the Trustee need perform only
those duties that are specifically set forth (or incorporated by reference) in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee.


 


(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. However,
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 examine such certificates and opinions 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).


 


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


 


(1) this Subsection 602(c)
does not limit the effect of Subsection 602(b).


 


(2) the Trustee shall not be liable
for any error of judgment made in good faith by a responsible officer or officers of the Trustee, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts.


 


(3) the Trustee shall not be liable
with respect to action it takes or omits to take in good faith in accordance with a direction received by it pursuant to clause (4)
of Subsection 603(a), and the Trustee shall be entitled from time to time to request such a direction.


 


(d) every provision of this Indenture that
in any way relates to the Trustee is subject to Subsections 602(a), (b) and (c).


 




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(e) the Trustee shall be under no obligation
and may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.


 


(f) the Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law. 


 


Section 603.        Certain Rights of Trustee.


 


(a) Subject to the provisions of TIA Sections 315(a)
through 315(d):


 


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


 


(2) Any request or direction of
the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303
which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution.


 


(3) 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.


 


(4) 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 and 104 relating
to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred
upon it.


 


(5) 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, rely upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate.


 


(6) The Trustee may consult with
counsel of its choosing 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.


 


(7) The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders
of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee
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.


 


(8) The Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or other 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 but in the case of any certificate or opinion specifically required by the Indenture to be delivered
to the Trustee, the Trustee shall have a duty to examine the same to determine whether they conform to the Indenture requirements.


 


(9) 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.


 


(10) The Trustee shall not be liable
for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture other than any liabilities arising out of the negligence of the Trustee.


 




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(11) 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 to each agent, custodian and other Person employed
to act hereunder.


 


(12) 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.


 


(13) The permissive rights of the
Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.


 


(14) In no event shall the Trustee
be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages
of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised
of the possibility thereof and regardless of the form of action in which such damages are sought.


 


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


  


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


 


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


 


Section 605.        May Hold Securities.


 


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


 


Section 606.        Money Held in Trust.


 


Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed with the Company.


 


Section 607.        Compensation and Reimbursement.


 


(a)      The
Company agrees:


 


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


 


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


 


(3) to indemnify each of the Trustee
and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense incurred
without negligence or bad faith on its own part, 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.


 




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


 


(c) When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (5) or (6) of Subsection 501(a) occurs, the expenses and
compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.


  


Section 608.        Corporate Trustee Required;
Eligibility.


 


There shall at all times be a Trustee hereunder
which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled
by or under common control with the Company serve as Trustee. 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 609.        Resignation and Removal;
Appointment of Successor.


 


(a) No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section 610.


 


(b) The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company.


 


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


 


(d) If at any time:


 


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


 


(2) the Trustee shall cease to be
eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder of a Security
who has been a bona fide Holder of a Security for at least six months, or


 


(3) the Trustee shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint
a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


(e) If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the giving of a notice of resignation or the delivery
of an Act of removal, the Trustee resigning or being removed or any Holder who has been a bona fide Holder of Securities for at
least six months, may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor
Trustee.


 




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(f) If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities
of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time, except as provided in Section 614, there
shall be only one Trustee with respect to the Securities of any particular series). If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the 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 Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company
or the Holders of Securities and accepted appointment in the manner hereinafter provided, any Holder of a Security who has been
a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such series.


 


(g) The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.


 


Section 610.        Acceptance of Appointment
by Successor.


 


(a) In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee 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, execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 607.


 


(b) In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which


 


(1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates,


 


(2) if the retiring Trustee is not
retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and


 


(3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.


 


(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 Subsection (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.


 




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Section 611.        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 execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities or coupons.
In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, 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 612.        Appointment of Authenticating
Agent.


 


(a) At any time when any of the Securities
remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration
of transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


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


 


(d) The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this
Section.


 


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


 




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


 


	 	[__________________________________________]
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Section 613.        Conflicting Interests.


 


The Trustee shall comply with the provisions
of Section 310(b) of the Trust Indenture Act.


 


Section 614.        Appointment of Co-Trustee.


 


(a) For the purpose of meeting any legal requirements
of any jurisdiction in which the Company may at the time be located in connection with the enforcement of any right or the taking
of any action on behalf of the Holders of any Securities issued hereunder, the Trustee shall have the power and may execute and
deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Each
co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a trustee under Section 608.
The Trustee shall promptly notify the Holders and the Company of the appointment of a co-trustee or separate trustee under this
section.


 


(b) Every separate trustee and co-trustee
shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:


 


(1) all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;


 


(2) no trustee hereunder shall be
personally liable by reason of any act or omission of any other trustee hereunder;


 


(3) the Trustee may at any time
accept the resignation of or remove any separate trustee or co-trustee;


 


(4) any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the
conditions of this Article Six. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation,
reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee; and


 


(5) any separate trustee or co-trustee
may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name for the purposes of enforcing
any rights or taking any other action on behalf of the Holders of any Securities issued hereunder.


 


Section 615.        Trustee’s Application
for Instructions from the Company.


 


Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted
by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.
The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date shall not be less than five Business Days after
the date any Officer of the Company actually receives such application, unless any such Officer shall have consented in writing
to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying the action to be taken or omitted.


 




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Section 616.        Preferential Collection
of Claims Against Company.


 


The Trustee is subject to TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated therein.


 


ARTICLE SEVEN


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 701.        Disclosure of Names
and Addresses of Holders.


 


(a) The Company will furnish or cause to be
furnished to the Trustee:


 


(1) semiannually, not later than
15 days after each Regular Record Date for Securities of each series at the time Outstanding, a list in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Registered Securities as of such Regular Record Date, or if
there is no Regular Record Date for interest for such series of Securities, semiannually, upon such dates as are set forth in the
Board Resolution, Officers’ Certificates indenture supplemental hereto authorizing such series, and


 


(2) at such other times as the Trustee
may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; provided that, so long as the Trustee is the
Security Registrar, no such list shall be required to be furnished.


 


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


 


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


 


(d) Every Holder of Securities or coupons,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Authenticating
Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information
as to the names and addresses of the Holders of Securities in accordance with TIA Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).


 


Section 702.        Reports by Trustee.


 


Within 60 days after [____]15 of each year
commencing with the first [____]15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit
by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such [____]15 if required
by TIA Section 313(a). The Trustee will also comply with TIA Section 313(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 the Securities are listed,
with the Commission and with the Company. The Company will promptly notify the Trustee in writing of the listing or de-listing
of the Securities on any stock exchange.


 


Section 703.        Reports by Company.


 


(a) The Company will:


 


(1) file with the Trustee, within
15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules
and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to
either of such Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;


 




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


 


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


 


(b) Delivery of such reports, information
and documents to the Trustee pursuant to Subsection (a) of this Section 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).


 


Section 704.        Calculation of Original
Issue Discount.


 


The Company shall file with the Trustee promptly
at the end of each calendar year


 


(a) a written notice specifying the amount
of original issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities as of the end
of such year and (b) such other specific information relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE EIGHT


CONSOLIDATION, MERGER, CONVEYANCE OR
TRANSFER


 


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


 


(a) The Company shall not consolidate with
or merge with or into another Person (whether or not the Company is the surviving corporation) or directly or indirectly sell,
assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and
its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:


 


(1) either the Company is the surviving
corporation, or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer, conveyance or other disposition shall have been made (i) is organized and existing under the laws
of the United States, any state thereof or the District of Columbia, and (ii) expressly assumes, by a supplemental indenture
executed and delivered to the Trustee, all the obligations of the Company under the Securities and this Indenture;


 


(2) immediately after giving effect
to such transaction, no Default or Event of Default exists; and


 


(3) the Company shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, assignment,
conveyance or transfer and such supplemental indenture (if any) comply with this Indenture; and


 


(4) immediately after giving effect
to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will,
on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional indebtedness
pursuant to the provisions hereof or any supplemental indenture.


 


(b) this Section 801 shall not apply
to (1) any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets (i) between
or among the Company and any of its Restricted Subsidiaries or (ii) entered into for the purpose of reincorporating an entity
in another jurisdiction or (2) any reorganization that results in all of the Capital Stock of the Company being held by a
Parent Entity, provided that the shareholders of the Parent Entity immediately after such reorganization are the shareholders of
the Company immediately preceding such reorganization.


 




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Section 802.        Successor Person Substituted.


 


(a) Upon any consolidation or merger, or any
sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of
the Company in accordance with Section 801, the successor Person formed by such consolidation with the Company or to which
such sale, assignment, transfer, conveyance or other disposition 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 Person had been named as the
Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture
and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any,
or interest on the Securities in the case of a lease of all or substantially all of its properties and assets.


 


(b) Such successor entity thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee
shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the
Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.


 


(c) In case of any such merger in which the
Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes
in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


 


Section 803.        Officers’ Certificate
and Opinion of Counsel.


 


Any consolidation, merger, sale, conveyance,
assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received
an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer,
assignment or lease, and the assumption by any successor Person and any such supplemental indenture, comply with the provisions
of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


ARTICLE NINE


SUPPLEMENTAL INDENTURES


 


Section 901.        Supplemental Indentures
Without Consent of Holders.


 


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


 


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


 


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


 


(c) to add any additional Events of Default
for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less
than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such
series); provided , that, in respect of any such additional Events of Default such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional
Events of Default apply to waive such default; or


 


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


 




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(e) to change or eliminate any of the provisions
of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
or (f) to secure the Securities pursuant to the requirements of such indenture supplement, if applicable; or


 


(g) to establish the form or terms of Securities
of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to
Securities convertible into or exchangeable for any securities of any Person (including the Company); or


 


(h) to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee; or


 


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


 


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


 


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


 


(l) to comply with the requirements of the
Commission in order to effect or maintain the qualification of this Indenture under the TIA.


 


Section 902.        Supplemental Indentures
with Consent of Holders.


 


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


 


(1) change the Stated Maturity of
the principal of (or premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions
of Section 308; or reduce the principal amount thereof (or premium, if any) or the rate of interest (or change the manner
of calculation of interest) thereon, or any Additional Amounts with respect thereto, or any premium payable upon the redemption
thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1005 (except as contemplated
by Subsection 801(a) and permitted by Subsection 901(a)), or reduce the amount of the principal of an Original Issue
Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any
right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the Currency in which,
any Security or any premium or interest or Additional Amount thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option
of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or adversely affect any right to convert
or exchange any Security as may be provided pursuant to Section 301 herein, or


 


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


 




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(3) modify any of the provisions
of this Section, Section 514 or Section 1007, except to increase any such percentage or to provide that certain other
provisions of this Indenture that affect such series cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, or


 


(4) modify any of the provisions
of this Indenture relating to the subordination of the Securities or the definitions related thereto as they affect subordination
in a manner adverse to the Holders, or


 


(5) cause the Securities to be expressly
subordinated to other indebtedness of the Company.


 


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


 


(c) 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 Securities, or which modifies the rights of the Holders of Securities of such series with respect
to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities
of any other series.


 


(d) The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a
record date is fixed, the Holders at the close of Business on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record
date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further
action by any Holder be cancelled and of no further effect.


  


Section 903.        Execution of Supplemental
Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon (subject to the provisions of
Article Six hereof), 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 Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupon appertaining thereto shall be bound thereby.


 


Section 905.        Conformity with Trust
Indenture Act.


 


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


 


Section 906.        Reference in Securities
to Supplemental Indentures.


 


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


 


Section 907.        Effect on Senior Indebtedness.


 


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


 




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ARTICLE TEN


COVENANTS


 


Section 1001.      Payment of Principal,
Premium, if any, and Interest.


 


The Company covenants and agrees for the benefit
of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest
and Additional Amounts, if any, on the Securities of that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Any interest due on Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 1005 in respect of principal of (or premium, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby
as they severally mature. Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at
the option of the Company, all payments of principal may be paid by check to the registered Holder of the Registered Security or
other person entitled thereto against surrender of such Security or wire transfer to an account in the United States maintained
by the Payee.


 


Section 1002.      Maintenance of Office
or Agency.


 


(a) If Securities of a series are issuable
only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an office or agency
where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered
for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain:


 


(1) in the Wilmington, Delaware,
an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture
may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the
circumstances described in Subsection (c) of this Section (and not otherwise),


 


(2) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered for payment; provided , that, if the Securities
of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any
other required city located outside the United States, as the case may be, so long as the Securities of that series are listed
on such exchange, and


 


(3) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as
applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each
such office or agency.


 


(b) If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities
of that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in
London, England, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices
and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.
Notwithstanding the foregoing, no service of legal process may be made on the Company at any office of the Trustee.


 


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


 




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(d) The Company may from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
of such purposes, and may from time to time rescind such designations; provided, that, no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of
Payment for each series of Securities the office or agency of the Company in the Wilmington, Delaware, and initially appoints the
Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders,
notices and demands.


 


(e) Unless otherwise specified with respect
to any Securities pursuant to Section 301, if and so long as the Securities of any series


 


(1) are denominated in a Currency
other than Dollars or


 


(2) may be payable in a Currency
other than Dollars, or


 


(3) so long as it is required under
any other provision of the Indenture,


 


then the Company will maintain with respect to each such series
of Securities, or as so required, at least one Exchange Rate Agent.


 


Section 1003.     
Money for Securities Payments to be Held in Trust.


 


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


 


(b) Whenever the Company shall have one or
more Paying Agents for any series of Securities and any related coupons, it will, on or before 10:00 a.m., Eastern time on each
due date of the principal of (or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying
Agent a sum (in the Currency described in Subsection 1003(a)) sufficient to pay the principal (or premium, if any) or interest,
if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.
The Paying Agent shall agree that it will give the Trustee notice of any failure by the Company (or by any other obligor of such
Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the
same shall be due and payable.


 


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


 


(d) Subject to applicable unclaimed property
laws, except as otherwise provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest, if any, on any Security
of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment of such principal, premium
or interest on any Security, without interest thereon, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , that, the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once,
in an Authorized Newspaper in each Place of Payment for such series, or mailed to each Holder of Registered Securities of such
series, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 


 






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Section 1004.     
Corporate Existence.


 


Subject to Article Eight, the Company shall
do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and material
rights and franchises (charter and statutory); provided , that, the Company shall not be required to preserve any such right
or franchise if it shall determine that the preservation thereof is no longer necessary or desirable in the conduct of the business
of the Company; and provided further , that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary or any of its assets in compliance with the terms of the Indenture.


 


Section 1005.     
Additional Amounts.


 


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


 


(b) Except as otherwise specified as contemplated
by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date
of payment of principal, premium 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, premium or interest on the Securities of that series shall be made to Holders of Securities of that
series or any related coupons who are not United States persons without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of the series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities
of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required
by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding
or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities
of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments
of principal of (or premium, if any) and interest with respect to the Securities of a series or related coupons without withholding
or deductions until otherwise advised. 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.     
Statement as to Compliance.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants
under this Indenture and, if the Company is in default, specifying all such defaults and the nature and status thereof of which
he or she may have knowledge. For purposes of this Section 1006, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 


Section 1007.     
Waiver of Certain Covenants.


 


With respect to the Securities of any series,
the Company may omit in any particular instance to comply with any term, provision or condition specified pursuant to Section 301
as being subject to this Section 1007, if before or after the time for such compliance the Holders of at least a majority
in principal amount of all Outstanding Securities of such series affected by such term, provision or condition, by Act of such
Holders, waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 




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Section 1008.     
Statement by Officers as to Default.


 


The Company shall deliver to the Trustee,
as soon as possible and in any event within 10 days after the Company becomes aware of the occurrence of any Event of Default or
an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate
setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.


 


ARTICLE ELEVEN


REDEMPTION OF SECURITIES


 


Section 1101.     
Applicability of Article.


 


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


 


Section 1102.     
Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


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


 


(a) If less than all the Securities of any
series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such
date with the same 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 Securities of
that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.


 


(b) The Trustee shall promptly notify the
Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


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


 


Section 1104.     
Notice of Redemption.


 


(a) Notice of redemption shall be given in
the manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified by the terms of such series established pursuant to Section 301, to each Holder of Securities to be redeemed,
but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole
or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption
of any other such Security or portion thereof.


 


(b) Any notice that is mailed to the Holders
of Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. All notices of redemption shall state:


 


(1) the Redemption Date,


 


(2) the Redemption Price and the
amount of accrued interest, if any, to the Redemption Date payable as provided in Section 1106,


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(10) the CUSIP number of such Security,
if any.


 


(c) Notice of redemption of Securities to
be redeemed 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; provided that such request is made to the Trustee at least three Business Days prior to the date the notice is to
be delivered.


 


Section 1105.     
Deposit of Redemption Price.


 


On or prior to 10:00 a.m., Eastern time on
any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided
in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Subsections
312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (unless otherwise specified pursuant
to Section 301) accrued and unpaid interest, if any, on, all the Securities or portions thereof which are to be redeemed on
that date.


 


Section 1106.     
Securities Payable on Redemption Date.


 


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


 


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


 




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


 


Section 1107.     
Securities Redeemed in Part.


 


Any Registered Security which is to be redeemed
only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security
or Securities of the same series, of any authorized denomination as requested by such Holder in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security so surrendered. However, if less than all the Securities
of any series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion
shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to
the relevant redemption date.


  


ARTICLE TWELVE


SINKING FUNDS


 


Section 1201.     
Applicability of Article.


 


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


 


(b) The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of any Securities of any series, the cash amount
of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall
be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 


Section 1202.     
Satisfaction of Sinking Fund Payments with Securities.


  


Except as otherwise specifically contemplated
by Section 301 for Securities of such series, the Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (a) deliver Outstanding Securities of such series (other than any
previously called for redemption) together in the case of any Bearer Securities of such series with all unmatured coupons appertaining
thereto and (b) apply as a credit Securities of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, as provided for by the terms of such Securities; provided that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.


 


Section 1203.     
Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking
fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided
in Subsections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’
Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.


 




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ARTICLE THIRTEEN


REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1301.     
Applicability of Article.


 


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


 


Section 1302.     
Repayment of Securities.


 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid
at the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before 10:00 a.m., Eastern time on the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company or any Subsidiary or any Affiliate of any of them is acting
as Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and
(unless otherwise specified pursuant to Section 301) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.


 


Section 1303.     
Exercise of Option.


 


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


 


Section 1304.     
When Securities Presented for Repayment Become Due and Payable.


 


(a) If Securities of any series providing
for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or
pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with
such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the Repayment Price
of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided
, that, coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301,
only upon presentation and surrender of such coupons; and provided further that installments of interest on Registered Securities,
whose Stated Maturity is prior to (or, if specified pursuant to Section 301, on) the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.


 


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


 




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(c) If any Security surrendered for repayment
shall not be so repaid upon surrender thereof, the Repayment Price shall, until paid, bear interest from the Repayment Date at
the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity
of such Security.


 


Section 1305.     
Securities Repaid in Part.


 


Upon surrender of any Registered Security
which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series,
of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion
of the principal of such Security so surrendered which is not to be repaid.


 


ARTICLE FOURTEEN


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1401.     
Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section 301 provision
is made for either or both of (a) defeasance of the Securities of or within a series under Section 1402 or (b) covenant
defeasance of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant
to Section 301 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto,
and the Company may at its option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining
thereto, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities
and any coupons appertaining thereto upon compliance with the conditions set forth below in this Article.


 


Section 1402.     
Defeasance and Discharge.


 


Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a series, the Company shall each be deemed to have
been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on the date
the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 1405 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 1402,
and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar
as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged
hereunder:


 


(a) the rights of Holders of such Outstanding
Securities and any coupons appertaining thereto to receive, solely from the trust fund described in Section 1404 and as more
fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due,


 


(b) the obligations of the Company with respect
to such Securities under Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any,
on such Securities as contemplated by Section 1005 with respect to the rights, if any, of the holders of such Securities to
require the Company to repay such Securities as contemplated by Article Thirteen and with respect to the rights, if any, of
holders to convert or exchange such Securities into other Securities,


 


(c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's obligations related thereto, and


 


(d) subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining thereto.


 




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Section 1403.     
Covenant Defeasance.


 


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


 


Section 1404.     
Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to application
of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:


 


(a) The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree
to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities
and any coupons appertaining thereto, (1) an amount (in such Currency in which such Securities and any coupons appertaining
thereto are then specified as payable at Stated Maturity), or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the Currency in which such Securities and coupons appertaining thereto
are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium,
if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination
thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants or nationally
recognized independent investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal
of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto.


 


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


 


(c) No Default or Event of Default with respect
to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar
as clauses (5) and (6) of Subsection 501(a) are concerned, at any time during the period ending on the 91st day after
the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).


 


(d) In the case of an election under Section 1402,
the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (2) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or
loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred.


 


(e) In the case of an election under Section 1403,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities
and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred.


 


(f) The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (1) as a result of a deposit pursuant to Subsection (a) of this Section
and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds or (2) all necessary registrations under said Act have been effected.


 




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(g) Notwithstanding any other provisions of
this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions
or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.


 


Section 1405.     
Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


(a) Subject to the provisions of Subsection 1003(d),
all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”)
pursuant to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall
be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining
thereto 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 Holders of such Securities and any coupons appertaining thereto of all sums
due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.


 


(b) Unless otherwise specified with respect
to any Security pursuant to Section 301, if, after a deposit referred to in Subsection 1404(a) has been made, (1) the
Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Subsection 312(b)
or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Subsection 1404(a)
has been made in respect of such Security, or (2) a Conversion Event occurs as contemplated in Subsection 312(d) or 312(e)
or by the terms of any Security in respect of which the deposit pursuant to Subsection 1404(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount
or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business
Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible)
at the time of the Conversion Event.


 


(c) The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons appertaining thereto.


 


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


 


Section 1406.     
Reinstatement.


 


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


 


ARTICLE FIFTEEN


MEETINGS OF HOLDERS OF SECURITIES


 


Section 1501.     
Purposes for Which Meetings May Be Called.


 


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


 




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Section 1502.     
Call, Notice and Place of Meetings.


 


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


 


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


 


Section 1503.     
Persons Entitled to Vote at Meetings.


 


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


 


Section 1504.     
Quorum; Action.


 


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


 


(b) Subject to Subsection (a) of this
Section 1504, at the reconvening of any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal
amount of the Outstanding Securities at the time shall constitute a quorum for the taking of any action set forth in the notice
of the original meeting.


 


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


 


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


 


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


 




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


 


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


 


Section 1505.     
Determination of Voting Rights; Conduct and Adjournment of Meetings.


 


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


 


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


 


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


 


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


 


Section 1506.     
Counting Votes and Recording Action of Meetings.


 


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


 


ARTICLE SIXTEEN


SUBORDINATION OF SECURITIES


 


Section 1601.     
Agreement to Subordinate.


 


(a) Except as otherwise specified pursuant
to Section 301, the Company agrees, and each Holder of Securities by accepting a Security agrees, that payment of principal
of (and premium, if any) interest, if any, and additional interest, if any, on (or any other obligations relating to) the Securities
is subordinated in right of payment, to the extent and in the manner provided in this Article Sixteen, to the prior payment in
full in cash of all Senior Indebtedness of the Company (whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness.


 




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(b) This Article Sixteen shall constitute
a continuing offer to all Persons who become holders of, or continue to hold, Senior Indebtedness, and such provisions are made
for the benefit of the holders of Senior Indebtedness, and such holders are obligees hereunder and any one or more of them may
enforce such provisions.


 


Section 1602.      
Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.


 


(a) The holders of Senior Indebtedness of
the Company shall be entitled to receive payment in full in cash of all payments of principal of (and premium, if any) interest,
if any, and additional interest, if any, due in respect of Senior Indebtedness of the Company (including interest after the commencement
of any bankruptcy proceeding at the rate specified in the applicable Senior Indebtedness of the Company) before the Holders of
the Securities shall be entitled to receive any payment with respect to (or any other obligations relating to) the Securities or
any distribution of assets or proceeds in the event of any distribution to creditors of the Company in connection with:


 


(1) any liquidation or dissolution
of the Company, whether voluntary or involuntary;


 


(2) any bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its property, whether voluntary or involuntary;


 


(3) any assignment for the benefit
of creditors; or


 


(4) any marshaling of the Company’s
assets and liabilities.


 


(b) The Company shall give prompt written
notice to the Trustee of the occurrence of any event described in Subsection 1602(a).


 


(c) If the Trustee or any Holder of the Securities
receives a payment in respect of the Securities when:


 


(1) the payment is prohibited by
this Article Sixteen; and


 


(2) the Trustee or the Holder of
the Securities has actual knowledge that the payment is prohibited;


 


then the Trustee or the Holder of the Securities, as the case
may be, shall hold the payment in trust for the benefit of the holders of Senior Indebtedness of the Company and shall deliver
notice thereof to the agent or Representative of the holders of Senior Indebtedness. Upon the proper written request of the agent
or representative of the holders of Senior Indebtedness of the Company, the Trustee or the Holder of Securities, as the case may
be, shall deliver the amounts in trust to the holders of Senior Indebtedness of the Company or their proper representative.


 


(d) After all Senior Indebtedness is paid
in full and until the Securities are paid in full, the Holders of the Securities shall be subrogated to the rights of the holders
of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable
to the Holders of the Securities have been applied to the payment of Senior Indebtedness. A distribution made under this Article
Sixteen to holders of Senior Indebtedness that otherwise would have been made to Holders of Securities is not, as between the Company
and Holders of Securities, a payment by the Company on the Securities. It is understood that the provisions of this Article Sixteen
define the relative rights of the Holders of the Securities and the holders of the Senior Indebtedness. Nothing in this Indenture
shall impair, as between the Company and the Holders of the Securities, the obligation of the Company, which is unconditional and
absolute, to pay principal of (and premium, if any) and interest, if any, on the Securities in accordance with their terms, or
to affect the relative rights of the Holders of the Securities and creditors of the Company other than their rights in relation
to the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the Trustee or the Holder of any
Security from exercising its available remedies upon a Default or Event of Default, subject to the rights of the holders and owners
of Senior Indebtedness to receive distributions and payments otherwise payable to Holders of Securities. Upon any payment or distribution
of assets of the Company referred to in this Article Sixteen, the Trustee and the Holders of the Securities shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of
the liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders of the Securities for
the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen.


 


(e) With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth
in this Article Sixteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
and shall not be liable to any such holders if the Trustee shall mistakenly pay over or distribute to or on behalf of Holders of
Securities or the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by
virtue of this Article Sixteen, except if such payment is made as a result of the willful misconduct or gross negligence of the
Trustee.


 




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(f) Each Holder of Securities, by the Holder’s
acceptance thereof, authorizes and directs the Trustee on such Holder of Securities behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in this Article Sixteen, and appoints the Trustee to act as such Holder
of Securities’ attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof
of debt in the form required in any proceeding referred to above at least 30 days before the expiration of the time to file such
claim in such proceeding, then the holder of any Senior Indebtedness is hereby authorized to file an appropriate claim or claims
for or on behalf of such Holder of Securities.


 


Section 1603.     
No Payment on Securities in Certain Circumstances.


 


(a) Except as otherwise specified pursuant
to Section 301,


 


(1) Upon the maturity of any Senior
Indebtedness by lapse of time, acceleration (unless waived, rescinded or annulled) or otherwise, or upon any payment default (with
or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior
Indebtedness, and without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall
first be paid in full, or such Senior Indebtedness, before any payment is made, directly or indirectly by set off or otherwise,
on account of principal of, or interest on, the Securities of such series or to acquire any of the Securities of such series or
on account of the redemption provisions of the Securities of such series.


 


(2) Upon a default with respect
to any Senior Indebtedness (other than under circumstances when the terms of clause (1) of this Section are applicable), as
such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity
thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of holders of such Senior Indebtedness
(“Default Notice”), then, unless and until such default shall have been cured or waived by the holders of such Senior
Indebtedness or shall have ceased to exist, no direct or indirect payment shall be made by the Company with respect to the principal
of, or interest on, the Securities of such series and the coupons, if any, appertaining thereto or to acquire any of such Securities
or on account of the redemption provisions of the Securities of such series and the coupons, if any, appertaining thereto; provided
, that this clause (2) shall not prevent the making of any payment (which is not otherwise prohibited by clause (1) of
this Section) for more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of
which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made
until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full.


 


(3) If, notwithstanding the foregoing
provisions of this Section, any payment on account of principal of, or interest on, the Securities of such series or of any coupon
appertaining thereto shall be received by the Trustee, by and Holder or by any Paying Agent (or, if the Company is acting as its
own Paying Agent, money for any such payment is segregated and held in trust), then, unless and until such payment is no longer
prohibited by this Section, such payment (subject to the provisions of Section 1603) shall be held in trust for the benefit
of the holders of Senior Indebtedness and, upon notice to the Trustee or such Paying Agent from the representative of the holders
of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to the holders
of Senior Indebtedness or their representative(s), ratably according to the aggregate amount remaining unpaid on account of the
principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment or prepayment
of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness.
Promptly after becoming aware thereof, the Company shall give written notice to the Trustee of any event prohibiting payments on
account of principal of, or interest on, the Securities of any series and any coupons appertaining thereto and, in such event,
shall provide to the Trustee, in the form of an Officers’ Certificate, the names and addresses of the holders of such Senior
Indebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information
necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and any other information which
the Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 1602 hereof, in the event
that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a
holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying
Agent, as the case may be, may request that such person furnish evidence reasonable to it as to the extent such person is entitled
to participate in such payment or distribution and as to other facts pertinent to the rights of such persons under this Article
and if such evidence is not furnished, the Trustee or the Paying Agent, as the case may be, may defer any payment to such person
pending judicial determination as to the right of such person to receive such payment.


 




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Section 1604.     
Payments on Securities Permitted.


 


(a) Nothing contained in this Indenture or
in any of the Securities shall,


 


(1) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as provided in Sections 1602 and 1603, payments of principal
of (or premium, if any) or interest, if any, on the Securities, or


 


(2) prevent the application by the
Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Securities, unless the Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting
the making of such payment at least five Business Days prior to the date fixed for such payment.


 


Section 1605.     
Authorization of Holders to Trustee to Effect Subordination.


 


Each Holder of Securities, by the Holder’s
acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen and appoints the Trustee to act as such Holder’s
attorney-in-fact for any and all such purposes.


 


Section 1606.     
Notices to Trustee.


 


Notwithstanding the provisions of this Article
Sixteen or any other provisions of this Indenture, the Trustee or any Paying Agent (other than the Company) shall not be charged
with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee or such
Paying Agent, and the Trustee and the Paying Agent may continue to make payments on the Securities, unless the Trustee or such
Paying Agent shall have received (in the case of the Trustee, at its Corporate Trust Office), at least five Business Days prior
to the date of such payment, written notice of facts that would cause the payment of principal of (and premium, if any) interest,
if any, and additional interest, if any, with respect to the Securities to violate this Article Sixteen. Only the Company or a
Representative may give notice. Nothing in this Article Sixteen shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 607.


 


Section 1607.     
Trustee as Holder of Senior Indebtedness.


 


(a) The Trustee in its individual capacity
or in any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee.


 


(b) Nothing in this Article Sixteen shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 607.


 


Section 1608.     
Modifications of Terms of Senior Indebtedness.


 


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


 


Section 1609.     
Reliance on Judicial Order or Certificate of Liquidating Agent.


 


(a) Whenever a distribution is to be made
or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative.


 


(b) Upon any payment or distribution of assets
of the Company referred to in this Article Sixteen, the Trustee and the Holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or the liquidating
trustee or agent or other person making any distribution to the Trustee or to the Holders of Securities, for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article Sixteen.


 




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Section 1610.     
Acceleration of Securities.


 


The Company shall promptly notify holders
of its Senior Indebtedness and any agent or representative with respect to such Senior Indebtedness if payment of the Securities
is accelerated because of an Event of Default.


 


Section 1611.     
Subordination May Not be Impaired by the Company.


 


No right of any holder of Senior Indebtedness
to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act by
the Company or any Holder of Securities or by the failure of the Company or any Holder of Securities to comply with this Indenture.


 


Section 1612.     
Notice by the Company.


 


The Company shall promptly notify the Trustee
and the Paying Agent in writing of any facts known to the Company that would cause a payment of any principal of (and premium,
if any) interest, if any, and additional interest, if any, with respect to the Securities to violate this Article Sixteen, but
failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness as provided in this
Article Sixteen.


 


[Signatures on Following Page] 


 




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 IN WITNESS WHEREOF, the parties hereto
have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all
as of the day and year first above written. 


 


	 	FEDERATED NATIONAL HOLDING COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, 
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT A


 


FORMS OF CERTIFICATES


 




    	62



    	 



    

 


EXHIBIT A-1


 


FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED


TO RECEIVE BEARER SECURITY OR TO OBTAIN
INTEREST


PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or sufficient description
of Securities to be delivered]


 


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


 


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


 


We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held
by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this certification applies as of such date. This certificate
excepts and does not relate to [U. S. $]              of such
interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange
for an interest in a Permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection
of any interest) cannot be made until we do so certify.


 


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


 


	Dated:	 	 	 
	 	 
	[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 
	[Name of Person Making Certification]	 


 


	 	(Authorized Signatory)
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  




    	A-1-1



    	 



    

  


 EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND


CLEARSTREAM BANKING SOCIÉTÉ
ANONYME IN CONNECTION


WITH THE EXCHANGE OF A PORTION OF A TEMPORARY
GLOBAL


SECURITY OR TO OBTAIN INTEREST PAYABLE
PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or sufficient description
of Securities to be delivered]


 


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


 


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


 


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


 


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


 


	Dated:	 	 


  


	[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 


  


	 	[Euroclear Bank,] as Operator of
	 	the Euroclear System
	 	[Clearstream Banking société anonyme]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	A-2-1