FEDERATED NATIONAL HOLDING COMPANY,


 


as Issuer,


 


and


 


WILMINGTON TRUST, National Association,


 


as Trustee


 


Indenture


 


Dated as of ____________ __, 20__


 


Providing for the Issuance


 


of


 


Senior 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


 


	ARTICLE ONE
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	7
	Section 103.	Form of Documents Delivered to Trustee	7
	Section 104.	Acts of Holders	8
	Section 105.	Notices, Etc., to Trustee and Company	9
	Section 106.	Notice to Holders; Waiver	9
	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	10
	Section 111.	Governing Law	10
	Section 112.	Legal Holidays	10
	Section 113.	Conflict of Any Provision of Indenture with Trust Indenture Act	10
	Section 114.	No Recourse against Others	10
	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	11
	Section 203.	Securities Issuable in Global Form	11
	Section 204.	Form of Legend for Book-Entry Securities	12
	 	 	 
	ARTICLE THREE
	THE SECURITIES
	 	 	 
	Section 301.	Amount Unlimited; Issuable in Series	12
	Section 302.	Denominations	15
	Section 303.	Execution, Authentication, Delivery and Dating	15
	Section 304.	Temporary Securities	16
	Section 305.	Registration, Registration of Transfer and Exchange	17
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	19
	Section 307.	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	20
	Section 308.	Optional Extension of Maturity	22
	Section 309.	Persons Deemed Owners	22
	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	25
	 	 	 
	ARTICLE FOUR
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 401.	Satisfaction and Discharge of Indenture	25
	Section 402.	Application of Trust Funds	26
	Section 403.	Repayment to the Company	27
	Section 404.	Survival	27
	Section 405.	Reinstatement	27


 




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	ARTICLE FIVE
	REMEDIES
	 	 	 
	Section 501.	Events of Default	27
	Section 502.	Acceleration of Maturity; Rescission and Annulment	28
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	29
	Section 504.	Trustee May File Proofs of Claim	30
	Section 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	30
	Section 506.	Application of Money Collected	30
	Section 507.	Limitation on Suits	30
	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	31
	Section 510.	Rights and Remedies Cumulative	31
	Section 511.	Delay or Omission Not Waiver	31
	Section 512.	Control by Holders of Securities	31
	Section 513.	Undertaking for Costs	32
	Section 514.	Waiver of Past Defaults	32
	Section 515.	Waiver of Usury, Stay or Extension Laws	32
	 	 	 
	ARTICLE SIX
	THE TRUSTEE
	 	 	 
	Section 601.	Notice of Defaults	32
	Section 602.	Duties of Trustee	32
	Section 603.	Certain Rights of Trustee	33
	Section 604.	Not Responsible for Recitals or Issuance of Securities	34
	Section 605.	May Hold Securities	34
	Section 606.	Money Held in Trust	35
	Section 607.	Compensation and Reimbursement	35
	Section 608.	Corporate Trustee Required; Eligibility	35
	Section 609.	Resignation and Removal; Appointment of Successor	35
	Section 610.	Acceptance of Appointment by Successor	36
	Section 611.	Merger, Conversion, Consolidation or Succession to Business	37
	Section 612.	Appointment of Authenticating Agent	37
	Section 613.	Conflicting Interests	38
	Section 614.	Appointment of Co-Trustee	38
	Section 615.	Trustee’s Application for Instructions from the Company	39
	Section 616.	Preferential Collection of Claims Against Company	39
	 	 	 
	ARTICLE SEVEN
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 701.	Disclosure of Names and Addresses of Holders	39
	Section 702.	Reports by Trustee	40
	Section 703.	Reports by Company	40
	Section 704.	Calculation of Original Issue Discount	40
	 	 	 
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	 
	Section 801.	Company May Consolidate, Etc., Only on Certain Terms	40
	Section 802.	Successor Person Substituted	41
	Section 803.	Officers’ Certificate and Opinion of Counsel	41
	 	 	 
	ARTICLE NINE
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	42
	Section 902.	Supplemental Indentures with Consent of Holders	43


 




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	Section 903.	Execution of Supplemental Indentures	43
	Section 904.	Effect of Supplemental Indentures	44
	Section 905.	Conformity with Trust Indenture Act	44
	Section 906.	Reference in Securities to Supplemental Indentures	44
	 	 	 
	ARTICLE TEN
	COVENANTS
	 	 	 
	Section 1001.	Payment of Principal, Premium, if any, and Interest	44
	Section 1002.	Maintenance of Office or Agency	44
	Section 1003.	Money for Securities Payments to be Held in Trust	45
	Section 1004.	Corporate Existence	46
	Section 1005.	Additional Amounts	46
	Section 1006.	Statement as to Compliance	47
	Section 1007.	Waiver of Certain Covenants	47
	Section 1008.	Statement by Officers as to Default	47
	 	 	 
	ARTICLE ELEVEN
	REDEMPTION OF SECURITIES
	 	 	 
	Section 1101.	Applicability of Article	47
	Section 1102.	Election to Redeem; Notice to Trustee	47
	Section 1103.	Selection by Trustee of Securities to be Redeemed	47
	Section 1104.	Notice of Redemption	48
	Section 1105.	Deposit of Redemption Price	48
	Section 1106.	Securities Payable on Redemption Date	49
	Section 1107.	Securities Redeemed in Part	49
	 	 	 
	ARTICLE TWELVE
	SINKING FUNDS
	 	 	 
	Section 1201.	Applicability of Article	49
	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	50
	Section 1302.	Repayment of Securities	50
	Section 1303.	Exercise of Option	50
	Section 1304.	When Securities Presented for Repayment Become Due and Payable	51
	Section 1305.	Securities Repaid in Part	51
	 	 	 
	ARTICLE FOURTEEN
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 1401.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	51
	Section 1402.	Defeasance and Discharge	52
	Section 1403.	Covenant Defeasance	52
	Section 1404.	Conditions to Defeasance or Covenant Defeasance	52
	Section 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	53
	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	54
	Section 1503.	Persons Entitled to Vote at Meetings	54


 




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	Section 1504.	Quorum; Action	54
	Section 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	55
	Section 1506.	Counting Votes and Recording Action of Meetings	56
	 	 	 
	EXHIBIT A – FORMS OF CERTIFICATES	 


 




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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 senior debt securities (hereinafter called the “Securities”)
evidencing its unsecured and senior 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 related to this Indenture 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.


 


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


 




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“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.


 


“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.


 


“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


 




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(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.


 


“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.


 




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“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.


 


“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.


 




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“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.


 


“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 in each
case 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.


 


“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.


 




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“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).


 


“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.


 




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(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.


 


(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.


 




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(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.


 


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.




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(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.


 


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.


 




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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 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.


 


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.


 




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(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.


 


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 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;


 




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(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 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;


 


(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;


 




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(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;


 


(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.


 




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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.


 


(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).


 




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(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.


  


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).


 




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(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.


 


(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.




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(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.


 


(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.


 




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(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.


 


(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.


 




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(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.


 


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:


 




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(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.


 


(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.


 




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(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.


 


(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.


 




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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.


 


(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.


 




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 (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:


 


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.


 




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(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.


 


(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


 




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(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;


 


(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.


 




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Section 403.         Repayment
to the Company.


 


Subject to any applicable unclaimed property
laws, 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.


  


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,


 




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(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


 


(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.


 




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(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.


 


(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.


 




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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.


 


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 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


 


THIRD: 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;


  




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(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.


 


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.


 




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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.


 


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.


 




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(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).


 


(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.


 




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(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.


 


(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 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.


 




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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.


 


(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


 




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(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.


 


(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


 




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(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.


 


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.


 




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(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:


 


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;


 




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(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.


 


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).


 




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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;


 


(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:


 




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(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.


 


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.


 


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
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.


  




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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


 


(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.


  




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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


 


(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)   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.


 




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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.


 


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 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


 




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(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 the 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.


 


(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 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.


 




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(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.


 


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.


 




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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.


 


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.


 




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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,


 


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


 


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


 


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


 




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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.


 


(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.


 




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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.


 


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.


 




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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.


 


(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.


  




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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.


 


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.


  




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(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.


 


(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.


 




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(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.


 


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.


 




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(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:


  


(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.


 




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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.


 


[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:	 


 




    	57



    	 



    

  


EXHIBIT A


 


FORMS OF CERTIFICATES


  




    	 



    	 



    

 


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