Exhibit 4.2


 


LIPOCINE INC.


 


TO


 


[_____________], as Trustee


 


INDENTURE


 


Dated as of ____________, 20__


 


SENIOR DEBT SECURITIES


 




    	 



    	 



    

 


TABLE OF CONTENTS 


 


	 	 	 	 	Page
	 	 	 	 	 
	Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	 	 	 
	Section 101.	 	Definitions	 	1
	Section 102.	 	Compliance Certificates and Opinions	 	10
	Section 103.	 	Form of Documents Delivered to Trustee	 	10
	Section 104.	 	Acts of Holders	 	11
	Section 105.	 	Notices, etc., to the Trustee and Company	 	13
	Section 106.	 	Notice to Holders; Waiver	 	13
	Section 107.	 	Effect of Headings and Table of Contents	 	14
	Section 108.	 	Successors and Assigns	 	14
	Section 109.	 	Separability Clause	 	14
	Section 110.	 	Benefits of Indenture	 	14
	Section 111.	 	No Personal Liability	 	15
	Section 112.	 	Governing Law	 	15
	Section 113.	 	Legal Holidays	 	15
	Section 114.	 	Conflict with Trust Indenture Act	 	15
	 	 	 	 	 
	Article Two SECURITIES FORMS	 	16
	 	 	 
	Section 201.	 	Forms of Securities	 	16
	Section 202.	 	Form of Trustee’s Certificate of Authentication	 	16
	Section 203.	 	Securities Issuable in Global Form	 	16
	 	 	 	 	 
	Article Three THE SECURITIES	 	17
	 	 	 
	Section 301.	 	Amount Unlimited; Issuable in Series	 	17
	Section 302.	 	Denominations	 	21
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	21
	Section 304.	 	Temporary Securities	 	23
	Section 305.	 	Registration, Registration of Transfer and Exchange	 	26
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	29
	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	30
	Section 308.	 	Persons Deemed Owners	 	32
	Section 309.	 	Cancellation	 	33
	Section 310.	 	Computation of Interest	 	33
	 	 	 	 	 
	Article Four SATISFACTION AND DISCHARGE	 	33
	 	 	 
	Section 401.	 	Satisfaction and Discharge of Indenture	 	33
	Section 402.	 	Application of Trust Funds	 	35
	 	 	 	 	 
	Article Five REMEDIES	 	35


 




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	Section 501.	 	Events of Default	 	35
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	36
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	37
	Section 504.	 	Trustee May File Proofs of Claim	 	38
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities or Coupons	 	39
	Section 506.	 	Application of Money Collected	 	39
	Section 507.	 	Limitation on Suits	 	40
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	 	40
	Section 509.	 	Restoration of Rights and Remedies	 	40
	Section 510.	 	Rights and Remedies Cumulative	 	41
	Section 511.	 	Delay or Omission Not Waiver	 	41
	Section 512.	 	Control by Holders of Securities	 	41
	Section 513.	 	Waiver of Past Defaults	 	41
	Section 514.	 	Waiver of Stay or Extension Laws	 	42
	Section 515.	 	Undertaking for Costs	 	42
	 	 	 	 	 
	Article Six THE TRUSTEE	 	43
	 	 	 
	Section 601.	 	Notice of Defaults	 	43
	Section 602.	 	Certain Rights of Trustee	 	43
	Section 603.	 	Not Responsible for Recitals or Issuance of Securities	 	44
	Section 604.	 	May Hold Securities	 	44
	Section 605.	 	Money Held in Trust	 	45
	Section 606.	 	Compensation, Reimbursement and Indemnification	 	45
	Section 607.	 	Corporate Trustee Required; Eligibility	 	46
	Section 608.	 	Resignation and Removal; Appointment of Successor	 	46
	Section 609.	 	Acceptance of Appointment By Successor	 	47
	Section 610.	 	Merger, Conversion, Consolidation or Succession to Business	 	49
	Section 611.	 	Appointment of Authenticating Agent	 	49
	Section 612.	 	Certain Duties and Responsibilities	 	51
	Section 613.	 	Conflicting Interests	 	51
	 	 	 	 	 
	Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	51
	 	 	 
	Section 701.	 	Disclosure of Names and Addresses of Holders	 	51
	Section 702.	 	Reports by Trustee	 	51
	Section 703.	 	Reports by Company	 	51
	Section 704.	 	Company to Furnish Trustee Names and Addresses of Holders	 	52
	 	 	 	 	 
	Article Eight CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	 	52
	 	 	 
	Section 801.	 	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	 	52
	Section 802.	 	Rights and Duties of Successor Corporation	 	53
	Section 803.	 	Officers’ Certificate and Opinion of Counsel	 	53


 




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	Article Nine SUPPLEMENTAL INDENTURES	 	53
	 	 	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	53
	Section 902.	 	Supplemental Indentures with Consent of Holders	 	55
	Section 903.	 	Execution of Supplemental Indentures	 	56
	Section 904.	 	Effect of Supplemental Indentures	 	56
	Section 905.	 	Conformity with Trust Indenture Act	 	56
	Section 906.	 	Reference in Securities to Supplemental Indentures	 	56
	Section 907.	 	Notice of Supplemental Indentures	 	57
	 	 	 	 	 
	Article Ten COVENANTS	 	57
	 	 	 
	Section 1001.	 	Payment of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	 	57
	Section 1002.	 	Maintenance of Office or Agency	 	57
	Section 1003.	 	Money for Securities Payments to Be Held in Trust	 	59
	Section 1004.	 	Reserved	 	60
	Section 1005.	 	Existence	 	60
	Section 1006.	 	Maintenance of Properties	 	60
	Section 1007.	 	Insurance	 	61
	Section 1008.	 	Payment of Taxes and Other Claims	 	61
	Section 1009.	 	Statement as to Compliance	 	61
	Section 1010.	 	Additional Amounts	 	61
	Section 1011.	 	Waiver of Certain Covenants	 	62
	 	 	 	 	 
	Article Eleven REDEMPTION OF SECURITIES	 	63
	 	 	 
	Section 1101.	 	Applicability of Article	 	63
	Section 1102.	 	Election to Redeem; Notice to Trustee	 	63
	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed	 	63
	Section 1104.	 	Notice of Redemption	 	64
	Section 1105.	 	Deposit of Redemption Price	 	65
	Section 1106.	 	Securities Payable on Redemption Date	 	65
	Section 1107.	 	Securities Redeemed in Part	 	66
	 	 	 	 	 
	Article Twelve SINKING FUNDS	 	67
	 	 	 
	Section 1201.	 	Applicability of Article	 	67
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	67
	Section 1203.	 	Redemption of Securities for Sinking Fund	 	67
	 	 	 	 	 
	Article Thirteen REPAYMENT AT THE OPTION OF HOLDERS	 	68
	 	 	 
	Section 1301.	 	Applicability of Article	 	68
	Section 1302.	 	Repayment of Securities	 	68
	Section 1303.	 	Exercise of Option	 	68
	Section 1304.	 	When Securities Presented for Repayment Become Due and Payable	 	69
	Section 1305.	 	Securities Repaid in Part	 	69


 




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	Article Fourteen DEFEASANCE AND COVENANT DEFEASANCE	 	70
	 	 	 
	Section 1401.	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	 	70
	Section 1402.	 	Defeasance and Discharge	 	70
	Section 1403.	 	Covenant Defeasance	 	70
	Section 1404.	 	Conditions to Defeasance or Covenant Defeasance	 	71
	Section 1405.	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	72
	Section 1406.	 	Reinstatement	 	73
	 	 	 	 	 
	Article Fifteen MEETINGS OF HOLDERS OF SECURITIES	 	74
	 	 	 
	Section 1501.	 	Purposes for Which Meetings May Be Called	 	74
	Section 1502.	 	Call, Notice and Place of Meetings	 	74
	Section 1503.	 	Persons Entitled to Vote at Meetings	 	74
	Section 1504.	 	Quorum; Action	 	75
	Section 1505.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	76
	Section 1506.	 	Counting Votes and Recording Action of Meetings	 	76
	Section 1507.	 	Evidence of Action Taken by Holders	 	77
	Section 1508.	 	Proof of Execution of Instruments	 	77
	 	 	 	 	 
	Article Sixteen CONVERSION OR EXCHANGE OF SECURITIES	 	77
	 	 	 
	Section 1601.	 	Applicability of Article	 	77
	Section 1602.	 	Election to Exchange; Notice to Trustee and Holders	 	77
	Section 1603.	 	No Fractional Shares	 	78
	Section 1604.	 	Adjustment of Exchange Rate	 	78
	Section 1605.	 	Payment of Certain Taxes Upon Exchange	 	79
	Section 1606.	 	Shares Free and Clear	 	79
	Section 1607.	 	Cancellation of Security	 	79
	Section 1608.	 	Duties of Trustee Regarding Exchange	 	79
	Section 1609.	 	Repayment of Certain Funds Upon Exchange	 	80
	Section 1610.	 	Exercise of Conversion Privilege	 	80
	Section 1611.	 	Effect of Consolidation or Merger on Conversion Privilege	 	81


  


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


 




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LIPOCINE INC.


 


Reconciliation and tie between Trust Indenture
Act of 1939, as amended (the “TIA”), and Indenture, dated as of ____________ 20__:


 


	TIA Section	Indenture Section
	Section 310(a)(1)	607
	(a)(2)	607
	(b)	608
	Section 312(c)	701
	Section 314(a)	703
	(a)(4)	1009
	(c) (1)	102
	(c) (2)	102
	(e)	102
	Section 315(a)	612
	(b)	601
	(c)	612
	(d)	612
	(e)	515
	Section 316(a)(last sentence)	101 (“Outstanding”)
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(b)	508
	Section 317(a)(1)	503
	(a)(2)	504
	(b)	1003
	Section 318(a)	112
	(c)	112


 


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


 


Attention should also be directed to Section
318(c) of the TIA, which provides that the provisions of Sections 310 to and including 317 of the TIA are a part of and govern
every qualified indenture, whether or not physically contained therein.


 




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INDENTURE


 


INDENTURE, dated as of ____________ ______,
20__, between LIPOCINE INC., a Delaware corporation (the “Company”), having its principal office at 675 Arapeen Drive,
Suite 202, Salt Lake City, Utah 84108 and ______________, a ___________ banking corporation, as Trustee hereunder (hereinafter
called the “Trustee”), having its Corporate Trust Office at ____________________.


 


RECITALS OF THE
COMPANY


 


The Company deems it necessary to issue
from time to time for its lawful purposes senior debt securities (the “Securities”) evidencing its unsecured
and unsubordinated indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of the Securities, unlimited as to aggregate principal amount, to bear interest at the rates or formulas, to
mature at such times and to have such other provisions as shall be fixed therefor as hereinafter provided.


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


Article One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.        Definitions.


 


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


 


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


 


(2)         all
other terms used herein which are defined in the 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


 




    	 



    	 



    

 


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


 


Certain terms, used principally in Article
Three, Article Five, Article Six and Article Ten, are defined in those Articles. In addition, the following terms shall have the
indicated respective meanings:


 


“Act” has the meaning specified
in Section 104.


 


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


 


“Authenticating Agent” means
any authenticating agent appointed by the Trustee pursuant to Section 611.


 


“Authorized Newspaper” means
a newspaper, printed in the English language, 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. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different Authorized Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.


 


“Bankruptcy Law” has the meaning
specified in Section 501.


 


“Bearer Security” means a Security
that is payable to bearer.


 


“Board of Directors” means either
(i) the Board of Directors of the Company, the executive committee or any other committee or director of that board duly authorized
to act for it in respect hereof, or (ii) one or more duly authorized officers of the Company to whom the Board of Directors of
the Company or a committee thereof has delegated the authority to act with respect to the matters contemplated by this Indenture.


 


“Board Resolution” means (i)
a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors or a committee thereof, and to be in full force and effect on the date of such certification, and delivered to the
Trustee or (ii) a certificate signed by the authorized officer or officers of the Company to whom the Board of Directors of the
Company or a committee thereof has delegated its authority (as described in the definition of Board of Directors), and in each
case, delivered to the Trustee.


 




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“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, any day, other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which banking institutions in that Place of Payment or particular location are authorized or required
by law, regulation or executive order to close.


 


“Clearstream” means Clearstream
Banking S.A., a societe anonyme incorporate in Luxembourg or any successor or survivor entity.


 


“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 instrument such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing
such duties on such date.


 


“Common Depository” has the
meaning specified in Section 304(b).


 


“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 President or a Vice President
of the Company, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.


 


“Conversion Event” means the
cessation of use of (i) a Foreign Currency (other than as otherwise provided with respect to a Security pursuant to Section 301)
as provided by the government of the country that issued such currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community, or (ii) the ECU, both within the European Monetary
System and for the settlement of transactions by public in situations of or within the European Community, or (iii) any currency
unit (or composite currency) for the purposes for which it was established.


 


“Corporate Trust Office” means
the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which
office at the date hereof is located at ________________________________.


 


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


 


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


 


“Custodian” has the meaning
set forth in Section 501.


 




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“Debt” means the principal,
premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses,
reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness
of the Company for money borrowed, whether any such indebtedness exists as of the date of the Indenture or is created, incurred,
assumed or guaranteed after such date:


 


(i) any debt (a) for money borrowed,
(b) evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations) given in connection with
the acquisition of any business, property or assets, whether by purchase, merger, consolidation or otherwise, but shall not include
any account payable or other obligation created or assumed in the ordinary course of business in connection with the obtaining
of materials or services, or (c) that is a direct or indirect obligation that arises as a result of banker’s acceptances
or bank letters of credit issued to secure obligations of the Company, or to secure the payment of revenue bonds issued for the
benefit of the Company, whether contingent or otherwise;


 


(ii) any debt of others described
in the preceding clause (i) that the Company has guaranteed or for which it is otherwise liable;


 


(iii) the obligation of the Company,
as lessee under any lease of property that is reflected on the Company’s balance sheet as a capitalized lease; and


 


(iv) any deferral, amendment,
renewal, extension, supplement or refunding of any liability of the kind described in any of the preceding clauses (i), (ii), and
(iii); provided, however, that, in computing indebtedness of the Company, there shall be excluded any particular indebtedness if,
upon or prior to the maturity thereof, there shall have been deposited with a depository in trust money (or evidence of indebtedness
if permitted by the instrument creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness
as it becomes due, and the amount so deposited shall not be included in any computation of the assets of the Company.


 


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


 


“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 payment of public and private debts.


 


“DTC” means The Depository Trust
Company.


 


“Euroclear” means Euroclear
Bank S.A./N.V. a societe anonyme and naamloze venootschap incorporated in Belgium which operates the Euroclear System or any successor
or survivor entity.


 


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


 


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


 




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“Foreign Currency” means any
currency, currency unit or composite currency 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.


 


“GAAP” means generally accepted
accounting principles as used in the United States applied on a consistent basis as in effect from time to time; provided that
solely for purposes of any calculation required by the financial covenants contained herein, “GAAP” shall mean generally
accepted accounting principles as used in the United States on the date hereof, applied on a consistent basis.


 


“Government Obligations” means
securities that are (i) direct obligations of the United States of America or the government that issued the Foreign Currency in
that the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government
that issued the Foreign Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such other government, which, in either case, 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, however, that, if at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of 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 that 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.


 




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


 


“Interest” when used with respect
to an Original Issue Discount Security that by its terms bears interest only after Maturity, shall mean interest payable after
Maturity, and, when used with respect to a Security that provides for the payment of Additional Amounts pursuant to Section 1010,
includes such Additional Amounts.


 


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


 


“Make-Whole Amount” means the
amount, if any, in addition to principal that is required by a Security, under the terms and conditions specified therein or as
otherwise specified as contemplated by Section 301, to be paid by the Company to the Holder thereof in connection with any optional
redemption or accelerated payment of such Security.


 


“Maturity” means, when used
with respect to any Security, 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, repurchase or otherwise.


 


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


 


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


 


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


 


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


 


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


 


(ii) Securities, or portions thereof,
for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if
the Company shall act as its own Paying Agent) for the Holders of such Securities 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 other
provision therefor satisfactory to the Trustee has been made;


 




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


 


(iv) Securities that have been
paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to the Trustee that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the
Company; and


 


(v) Securities converted or exchanged
into other securities or property (including securities of other issuers, provided that such securities are registered under Section
12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities)
of the Company pursuant to or in accordance with this Indenture if the terms of such Securities provide for convertibility or exchange
pursuant to Section 301; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting
of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed
to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared
to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant
to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined
pursuant to Section 301 as of the date such Security is originally issued by the Company, of the principal amount (or, in the case
of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as
provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making
such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with respect to such Indexed 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 that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.


 




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“Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest on any Securities, or
coupons on behalf of the Company, or if no such Person is authorized, the Company.


 


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


 


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


 


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


 


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


 


“Redemption Price” means, when
used with respect to any Security to be redeemed, 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
installment of 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 or repurchased at the option of the Holder, the date fixed for such repayment or
repurchase by or pursuant to this Indenture.


 


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


 


“Responsible Officer” means
any vice president, assistant vice president, assistant treasurer, assistant secretary, any financial services officer or any other
officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 




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“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.


 


“Security” 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, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities”
with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities
of or within 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 is a “significant subsidiary” (within the meaning of Regulation S-X, promulgated under the Securities
Act) of the Company.


 


“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” means, when
used with respect to any Security or any installment of principal thereof or interest thereon, 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.


 


“Subsidiary” means, with respect
to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii)
the outstanding equity interests of which are owned, directly or indirectly, by such Person. For the purposes of this definition,
“voting equity securities” means equity securities having voting power for the election of directors, whether at all
times or only so long as no senior class of security has such voting power by reason of any contingency.


 


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


 


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


 




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“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
any state or the District of Columbia or an estate or trust the income of which is subject to United States federal income taxation
regardless of its source.


 


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


 


Section 102.        Compliance
Certificates and Opinions.


 


Upon any application or request by the Company
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 (including covenants, compliance with
which constitute conditions precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (excluding certificates delivered pursuant to Section
1009) 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.


 


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


 




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Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon 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 that the certificate or opinion or representations as to such matters are erroneous.


 


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


 


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 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, whether 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 (subject to Section
612) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided
in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.


 




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


 


(c)          The
ownership of Registered Securities shall be proved by the Security Register or by a certificate of the Security Registrar.


 


(d)          The
ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed, as depository,
by any trust company, bank, banker or other depository, 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 depository, 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 ownership of Bearer Securities 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 eleven
months 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 the Trustee and Company.


 


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
to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, 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 its principal office specified
in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.


 


Section 106.        Notice
to Holders; Waiver.


 


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, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such notice.


 


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


 


Except as otherwise expressly provided herein
or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders
of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in the City
of New York, New York, and in such other city or cities as may be specified in such Securities, and if the Securities of such series
are listed on any stock exchange outside the United States, in any place at which such Securities are listed on a securities exchange
to the extent that such securities exchange so requires, on a Business Day, such publication to be not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the date of the first such publication.


 






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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 particular 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.


 


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


 


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


 


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 appertaining thereto, 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.


 






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Section 111.        No
Personal Liability.


 


No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security or coupon appertaining thereto, or because of any indebtedness
evidenced thereby, shall be had against any promoter, as such, or against any past, present or future shareholder, officer or director,
as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration
for the issue of the Securities.


 


Section 112.        Governing
Law.


 


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


 


Section 113.        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 or the last date on which
a Holder has the right to convert or exchange a Security at a particular conversion or exchange price 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 that specifically states that such provision shall apply in lieu hereof), payment of interest or
any Additional Amounts or principal (and premium or Make-Whole Amount, if any) need not be made at such Place of Payment on such
date, conversion or exchange 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 or on such last day for conversion or exchange, 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 or on such last day for conversion or exchange, as the case
may be.


 


Section 114.        Conflict
with Trust Indenture Act


 


If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act which is required under such Act to be part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded as the case may be.


 






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Article Two

SECURITIES FORMS


 


Section 201.        Forms
of Securities.


 


The Registered Securities, if any, of each
series and the Bearer Securities, if any, and related coupons of each series, shall be in substantially the forms as shall be established
in or pursuant to one or more indentures supplemental hereto or Board Resolutions, 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.


 


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


 


The definitive Securities and coupons shall
be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved
borders or may be produced in any other manner, all as determined by the officers of the Company 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 611, the Trustee’s
certificate of authentication shall be in substantially the following form:


 


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


 


	 	________________, as Trustee
	 	 	 
	 	By:	 
	 	 	Responsible Officer




 


Section 203.        Securities
Issuable in Global Form.


 


If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 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, maturities or redemptions. 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 written instruction 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 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 written instructions given by the Person
or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security
in global form shall be in writing but need not comply with Section 102.


 






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


 


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


  


Notwithstanding the provisions of Section
308 and except as provided in the preceding paragraph, 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 (i) in the case
of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in
the case of a permanent global Security in bearer form, Euroclear or Clearstream.


 


Article Three

THE SECURITIES


 


Section 301.        Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to 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 or indentures supplemental hereto, prior
to the issuance of Securities of any series:


 


(1)         the
title of the Securities of or within the series (that 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 or within 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 or within the series pursuant to Section 304, 305, 306, 906, 1107, or 1305 and except for any Securities
which, pursuant to Section 303 are deemed never to been authenticated and delivered hereunder);


  






    	-17-



    	 



    

 


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


 


(4)         the
rate or rates (which may be fixed or variable) at which the Securities of or within 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 will 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 that of a 360-day year consisting
of twelve 30-day months;


 


(5)         the
place or places where the principal of (and premium or Make-Whole Amount, if any), interest, if any, on, and Additional Amounts,
if any, payable in respect of, Securities of or within the series shall be payable, any Registered Securities of or within the
series may be surrendered for registration of transfer, exchange or conversion and notices or demands to or upon the Company in
respect of the Securities of or within the series and this Indenture may be served;


 


(6)         the
period or periods within which, the price or prices (including the premium or Make-Whole Amount, if any) at which, the currency
or currencies, currency unit or units or composite currency or currencies in which and other terms and conditions upon which Securities
of or within the series may be redeemed in whole or in part, at the option of the Company, if the Company is to have the option,
and, if other than by Company Order, the manner in which any election by the Company to redeem the Securities shall be evidenced;


 


(7)         the
obligation, if any, of the Company to redeem, repay or purchase Securities of or within 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, currency unit or units or composite currency or currencies in which,
and other terms and conditions upon which Securities of or within 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 denominations in which any Registered Securities of or
within the series shall be issuable and, if other than the denomination of $5,000, the denomination or denominations in which any
Bearer Securities of or within 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 or within the series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 502 or, if applicable, the portion of the
principal amount of Securities of or within the series that is convertible in accordance with the provisions of this Indenture,
or the method by which such portion shall be determined;


 






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(11)        if
other than Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium or Make-Whole Amount,
if any) or interest or Additional Amounts, if any, on the Securities of or within the series shall be payable or in which the Securities
of or within the series shall be denominated;


 


(12)        whether
the amount of payments of principal of (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of or
within 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, currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;


  


(13)        whether
the principal of (and premium or Make Whole Amount, if any) or interest or Additional Amounts, if any, on the Securities of or
within the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency
unit or units or composite currency or currencies other than that in which such Securities are denominated or stated to be payable,
the period or periods within which, and the terms and conditions upon which, such election may be made, and the time and manner
of, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies,
currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable;


 


(14)        provisions,
if any, granting special rights to the Holders of Securities of or within 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 of the Company with respect to Securities of
or within the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;


 


(16)        whether
Securities of or within the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or
both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities
of or within the series may be exchanged for Registered Securities of or within the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of or within the series are to be issuable initially in temporary global form and
whether any Securities of or within 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, and, if Registered Securities of or within the series are to be issuable as
a global Security, the identity of the depository for such series;


 






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


  


(19)        the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of or within 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)        if
the Securities of or within the series are to be issued upon the exercise of debt warrants, the time, manner and place for such
Securities to be authenticated and delivered;


 


(22)        whether
and under what circumstances the Company will pay Additional Amounts as contemplated by Section 1010 on the Securities of or within
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);


 


(23)        the
obligation, if any, of the Company to permit the Securities of such series to be converted into or exchanged for Common Stock of
the Company or other securities or property of the Company and the terms and conditions upon which such conversion or exchange
shall be effected (including, without limitation, the initial conversion price or rate, the conversion or exchange period, any
adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such shares
for purposes of conversion or exchange);


 


(24)        if
convertible or exchangeable, any applicable limitations on the ownership or transferability of the securities or property into
which such Securities are convertible or exchangeable; and


 






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(25)        any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture except as permitted by Section
905).


 


All Securities of any one series and the
coupons appertaining to any Bearer Securities of such series, if any, shall be substantially identical except, in the case of Registered
or Bearer Securities issued in global form, as to denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued
at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.


 


If any of the terms of the 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 of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order for authentication and delivery of such Securities.


   


Section 302.        Denominations.


 


Unless otherwise provided in the applicable
Officers’ Certificate or supplemental indenture, the Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in the absence
of any such provisions 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 denominations of $5,000.


 


Section 303.        Execution,
Authentication, Delivery and Dating.


 


The Securities and any coupons appertaining
thereto shall be executed on behalf of the Company by its President or a Vice President, under its corporate seal reproduced thereon,
and attested by its Secretary or an Assistant Secretary. 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.


 


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


 






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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,
however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location
in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to
Section 301 a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may be, 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. 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 canceled.


   


If all of the Securities of any series are
not to be issued at one time and if the Board Resolution, Officers’ Certificate, 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 or formula, 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 Section 612 and TIA Section
315(a) through 315(d)) shall be fully protected in conclusively relying upon:


 


(i)          an
Opinion of Counsel complying with Section 102 and stating that:


 


(a)          the
form or forms of such Securities and any coupons have been, or will have been upon compliance with such procedures as may be specified
therein, established in conformity with the provisions of this Indenture;


 


(b)          the
terms of such Securities and any coupons have been, or will have been upon compliance with such procedures as may be specified
therein, established in conformity with the provisions of this Indenture; and


 


(c)          such
Securities, together with any coupons appertaining thereto, when executed by the Company, authenticated and delivered by the Trustee
in accordance with this Indenture and issued and delivered by the Company and paid for, all in the manner and subject to any conditions
specified in such Opinion of Counsel, will be duly issued under this Indenture and will constitute, valid and legally binding obligations
of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting generally the enforcement of creditors’ rights and to principles of equity, and to such other
matters as may be specified therein.


 


(ii)         an
Officers’ Certificate complying with Section 102 and stating that all conditions precedent provided for in this Indenture
relating to the issuance of such Securities have been, or will have been upon compliance with such procedures as may be specified
therein, complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default with respect
to such Securities shall have occurred and be continuing.


 






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Notwithstanding the provisions of Section
301 and of the preceding paragraph, if all the Securities of any series are not to be issued at one time, it shall not be necessary
to deliver a Company Order, an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the preceding
paragraph at the time of issuance of each Security of such series, but such order, opinion and certificate, 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.


   


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,
obligations or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.


 


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


 


No Security or coupon appertaining thereto
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
or the Security to which such coupon appertains a certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion
of Counsel) stating that such Security has never been issued or sold 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 that 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 of the Company executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 






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Except in the case of temporary Securities
in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Company
Order), 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, however, that no definitive Bearer Security shall be delivered in exchange
for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for
a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of
such series.


  


(b)          Unless
otherwise provided as contemplated in Section 301, this Section 304(b) shall govern the exchange of temporary Securities issued
in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary
global Security shall, unless otherwise provided therein, be delivered to the London, England office of a depository or common
depository (the “Common Depository”), for the benefit of Euroclear and Clearstream.


 


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 an 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 Depository 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, an equal aggregate principal amount of definitive Securities of or
within the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged.
The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated
by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depository, 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, if any, held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear or Clearstream as to the portion of such temporary global Security, if any, 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.


 






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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 or 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 unless such Person takes 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.


   


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 or Clearstream on such Interest Payment Date
upon delivery by Euroclear or 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 on
or after such Interest Payment Date to the respective accounts of 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 as
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 paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests
of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided
in this paragraph, no payments of principal or interest 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 or 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.


  




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Section 305.        Registration,
Registration of Transfer and Exchange.


 


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 or the Security Registrar 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 and to require that a copy of the Security Register in written form be delivered to it from time to time
as reasonably requested. Subject to the provisions of this Section 305, upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, 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, bearing a number not contemporaneously
outstanding, and containing identical terms and provisions.


 


Subject to the provisions of this Section
305, 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 or denominations and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities that 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.


 


If (but only if) permitted 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 denominations 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, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security
of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the holder
making the exchange is entitled to receive.


 




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Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this
paragraph. If the depository for any permanent global Security is DTC, then, unless the terms of such global Security expressly
permit such global Security to be exchanged in whole or in part for definitive Securities, a global Security may be transferred,
in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security
selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is
unwilling or unable to continue as depository for the applicable global Security or Securities or if at any time DTC ceases to
be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Company shall appoint
a successor depository with respect to such global Security or Securities. If (x) a successor depository for such global Security
or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such global Security or Securities advise DTC to cease
acting as depository for such global Security or Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities (provided, however, the Company may not make such determination
during the 40-day restricted period provided by Regulation S under the Securities Act or during any other similar period during
which the Securities must be held in global form as may be required by the Securities Act), then the Company shall execute, and
the Trustee shall authenticate and deliver definitive Securities of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Security or Securities. If any beneficial owner of an interest
in a permanent global Security is otherwise entitled to exchange such an 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 execute, and the Trustee shall
authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security. On or after the earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered for exchange by DTC or such other depository as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company’s agent for such purpose; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise
delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance
with the provisions of this Indenture.


 




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


 


Every Registered Security presented or surrendered
for registration of transfer or for exchange or redemption 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 Security Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing.


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company and the Trustee 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.


 


The Company or the Trustee, as applicable,
shall not be required (i) 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 selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day
of the mailing of the relevant notice of redemption and (B) 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 (ii) 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 portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue or to register the transfer or exchange of any Security that
has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


  




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


 


If any mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company, together with 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 principal amount,
containing identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to
the coupons, if any, appertaining to the surrendered Security.


 


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of actual 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 its request 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 principal amount, containing identical terms and provisions and bearing
a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


 


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


 


Upon the issuance of any new Security under
this Section, the Company and the Trustee 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.


 






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


  


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


 


Section 307.        Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 301, interest 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, however, that each installment
of interest on any Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, payable
to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears
on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States.


 


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


 


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 DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent global Security held
for its account by DTC, Euroclear or Clearstream, as the case may be, for the purpose of permitting such party to credit the interest
received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.


 


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.


 






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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) below:


 


(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 or currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
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 mailed, first-class
postage prepaid, to each Holder of Registered Securities of such series at such Holder’s address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the 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). 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 written 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.


 






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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.


  


Subject to the provisions of Section 1402
and except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, in the
case of any Security that is converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Security, the principal of (or premium, if any, on) which shall become due and payable, whether at
a Stated Maturity or by declaration of acceleration, call for redemption, or otherwise, prior to such Interest Payment Date), interest
whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion
or exchange, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except
as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted or exchanged,
interest whose Stated Maturity is after the date of conversion or exchange of such Security shall not be payable.


 


Section 308.        Persons
Deemed Owners.


 


Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal
of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


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
Holder of any Bearer Security and the Holder 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 neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


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


 






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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 depository, as a Holder, with respect
to such global Security or impair, as between such depository and owners of beneficial interests in such global Security, the operation
of customary practices governing the exercise of the rights of such depository (or its nominee) as Holder of such global Security.


 


Section 309.        Cancellation.


 


All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any 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 canceled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
that 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 that the Company has not issued and sold, and
all Securities so delivered shall be promptly canceled 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 canceled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities
and coupons held by the Trustee shall be destroyed by the Trustee and, if required in writing by the Company, the Trustee shall
deliver a certificate of such destruction to the Company, unless by a Company Order the Company directs their return to it.


 


Section 310.        Computation
of Interest.


 


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


 


Article Four

SATISFACTION AND DISCHARGE


 


Section 401.        Satisfaction
and Discharge of Indenture.


 


This Indenture shall upon Company Request
cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving
rights of registration of transfer or exchange of Securities of such series herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1010), 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


 






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(1)         either


 


(A)         all
Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i)
coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons of such series that
have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306, (iii) coupons appertaining
to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided
in Section 1106, and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust
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


 


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


 


(i)          have
become due and payable, or


 


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


 


(iii)        if
redeemable at the option of the 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 (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency
or currencies, currency unit or units or composite currency or currencies 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,
for principal (and premium or Make-Whole Amount, if any) and interest, and any Additional Amounts with respect thereto, to the
date of such deposit (in the case of Securities that have become due and payable) or the Stated Maturity or Redemption Date, as
the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations
of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003, shall survive.


 




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In the event that there are Securities of
two or more series outstanding hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to Securities of a particular series as to which it is Trustee
and if the other conditions thereto are met.


 


Section 402.        Application
of Trust Funds.


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium or Make-Whole Amount, if any), and any interest and Additional Amounts 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.


 


Article Five

REMEDIES


 


Section 501.        Events
of Default.


 


Subject to any modifications, additions
or deletions relating to any series of Securities as contemplated pursuant to Section 301, “Event of Default,” wherever
used herein with respect to any particular series of Securities, means any one of the following events (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 Amounts payable in respect of any Security of or within that series or of
any coupon appertaining thereto, when such interest, Additional Amounts 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 or Make-Whole Amount, if any, on) any Security of that series when it becomes due
and payable at its Maturity; or


 


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


 


(4)         default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to any Security of that
series (other than (i) a covenant or agreement included in this Indenture solely for the benefit of a series of Securities other
than such series or (ii) a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


 






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(5)         the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(A) commences a voluntary case;


 


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


 


(C) consents to the appointment
of a Custodian of it or for all or substantially all of its property; or


 


(D) makes a general assignment for
the benefit of its creditors; or


 


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


 


(A) is for relief against the Company
or any Significant Subsidiary in an involuntary case,


 


(B) appoints a Custodian of the
Company or any Significant Subsidiary or for all or substantially all of either of its property, or


 


(C) orders the liquidation of the
Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 days; or


 


(7)         any
other Event of Default provided with respect to Securities of that series.


 


As used in this Section 501, the term “Bankruptcy
Law” means Title 11, U.S. Code or any similar Federal or state law for the relief of debtors and the term “Custodian”
means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


 


Section 502.        Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of each such affected series (voting as a single class) may
declare the principal (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become immediately due and payable.


 




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


 


(1)         the
Company has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite currency in
which the Securities of such series is payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series):


 


(A) all overdue installments of
interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons;


 


(B) the principal of (and premium
or Make-Whole Amount, if any, on) any Outstanding Securities of that series that have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities;


 


(C) to the extent that payment of
such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by
or provided for in such Securities; and


 


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


 


(2)         all
Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium or Make-Whole
Amount, if any) or interest on Securities of that series that have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.


 


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


 


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


 


The Company covenants that if:


 


(1)         default
is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of any series and any related
coupon when such interest or Additional Amount 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 or Make-Whole Amount, if any, on) any Security of any series at its Maturity,


 






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then the Company will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Securities of such series and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest and Additional Amounts, with
interest upon any overdue principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest or Additional Amounts, 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.


 


If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce
the same against the Company or any other obligor upon such 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.


 


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 most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 504.        Trustee
May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial 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 overdue principal, premium or Make-Whole Amount, if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


 


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


 


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


 




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and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons 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 and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 606.


 


Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon 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.


 


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


 


Section 506.        Application
of Money Collected.


 


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal (or premium or Make-Whole Amount, if any) or interest and any Additional Amounts, upon presentation
of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due
the Trustee and any predecessor Trustee under Section 606,


  


SECOND: To the payment of the amounts then
due and unpaid upon the Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest and any Additional
Amounts payable, in respect of which or for the benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and payable on such Securities and coupons for principal (and premium
or Make-Whole Amount, if any), interest and Additional Amounts, respectively, and


 


THIRD: To the payment of the remainder,
if any, to the Company.


 






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Section 507.        Limitation
on Suits.


 


No Holder of any Security of any series
or any related coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 508.        Unconditional
Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right that is absolute and unconditional to receive payment of the
principal of (and premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on, and any Additional Amounts
in respect of, 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), to convert or exchange such Securities in accordance with Article Sixteen 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 has been instituted.


 






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Section 510.        Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


Section 511.        Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of
any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or any 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.


  


The Holders of not less than a majority
in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to
the Securities of such series, provided that


 


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


 


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


 


(3)         the
Trustee need not take any action that might involve it in personal liability or be unduly prejudicial to the Holders of Securities
of such series not joining therein (but the Trustee shall have no obligation as to the determination of such undue prejudice).


 


Section 513.        Waiver
of Past Defaults.


 


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 consent to the waiver of any past default hereunder with respect to such series and its consequences, except
a default


 






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(1)         in
the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or Additional Amounts payable in respect
of 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.


 


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 514.        Waiver
of Stay or Extension Laws.


 


The Company covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law 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.


   


Section 515.        Undertaking
for Costs.


 


All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or
Additional Amounts payable with respect to any Security on or after the respective Stated Maturities expressed in such Security
(or in the case of redemption, on or after the Redemption Date) or to enforce the right to convert or exchange any Security in
accordance with Article Sixteen.


 






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Article Six

THE TRUSTEE


 


Section 601.        Notice
of Defaults.


 


Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided
in TIA Section 313(c), notice of such default hereunder actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or
premium or Make-Whole Amount, if any) or interest on or any Additional Amounts with respect to any Security of such series, or
in the payment of any sinking fund installment with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in good faith determine 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 Section 501(4) with respect to the Securities and coupons of such series, no
such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Securities of such series.


 


Section 602.        Certain
Rights of Trustee.


 


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


 


(1)         the
Trustee shall perform only such duties as are expressly undertaken by it to perform under this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee;


 


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


 


(3)         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 that shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;


 


(4)         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 an Officers’ Certificate;


 


(5)         the
Trustee may consult with counsel and as a condition to the taking, suffering or omission of any action hereunder may demand an
Opinion of Counsel, 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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(6)         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 that
might be incurred by it in compliance with such request or direction;


 


(7)         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;


   


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


 


(9)         the
Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory
to the Trustee against such risk or liability is not reasonably assured to it.


 


Section 603.        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. 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 604.        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 Section 613 and 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 605.        Money
Held in Trust.


 


Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on, or investment of, any money received by it hereunder.


 


Section 606.        Compensation,
Reimbursement and Indemnification.


 


The Company agrees:


 


(1)         to
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder, including extraordinary
services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust);


 


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


 


(3)         to
indemnify each of the Trustee and any predecessor Trustee and each of their respective directors, officers, agents and employees
for, and to hold each of them harmless against, any loss, liability, claim, action, suit, cost or expense, arising out of or in
connection with the acceptance or administration of the trust or trusts or the performance of its duties hereunder, including the
costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence
or bad faith.


 


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 or Make-Whole Amount, if any) or
interest on particular Securities or any coupons.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default described in Section 501(6) and (7), such expenses (including the fees and expenses
of its counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy
Law.


 


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


 




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Section 607.        Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
that 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 or is a subsidiary of a corporation that shall be a Person that has a combined capital and surplus of at least $50,000,000
and that unconditionally guarantees the obligations of the Trustee hereunder. If such Trustee or Person 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 Trustee or Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee
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 608.        Resignation
and Removal; Appointment of Successor.


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.


 


(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.
If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(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 Section 613 or TIA Section 310(b) after written request therefor by the Company
or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(2)         the
Trustee shall cease to be eligible under Section 607 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.


 




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(e)          If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause with respect to the Securities of one or more series, the 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 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.


 


(f)          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 609.        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 606.


 




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(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, pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment
and that (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.


 


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


 


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


 


(e)          All
monies due and owing to the Trustee shall be paid before the Successor Trustee takes over.


 




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Section 610.        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 that this Indenture provides for the certificate of authentication of the Trustee.


 


Section 611.        Appointment
of Authenticating Agent.


 


At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities that 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 or repayment thereof or pursuant to Section 306, 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 $25,000,000 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.


 


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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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 that shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within 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.


 


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.


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 and referred to in the within-mentioned Indenture.


 


	 	_______________________, As Trustee
	 	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 




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Section 612.        Certain
Duties and Responsibilities.


 


No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or indemnity satisfactory to the Trustee against such risk or liability is not reasonably assured to it. Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.



 


Section 613.        Conflicting
Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted
by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series. In case an Event of Default shall occur and be continuing, the Trustee shall exercise
such of its rights and powers under the applicable Indenture and use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of his own affairs.


 


Article Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.        Disclosure
of Names and Addresses of Holders.


 


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


 


Section 702.        Reports
by Trustee.


 


Within 60 days after March 15 of each year
commencing with the first March 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 March 15 if and to the extent
required by TIA Section 313(a).


 


Section 703.        Reports
by Company.


 


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) that the Company may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Exchange Act; or, if the Company is 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 that may be required
pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;


  




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


 


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


 


Section 704.        Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


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


 


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


 


Article Eight

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE


 


Section 801.        Consolidations
and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.


 


The Company may consolidate with, or sell,
lease or convey all or substantially all of its assets to, or merge with or into any other Person, provided that in any such case,
(i) either the Company shall be the continuing entity, or the successor (if other than the Company) entity shall be a Person organized
and existing under the laws of the United States or a State thereof or the District of Columbia and such successor entity shall
expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest (including
all Additional Amounts, if any, payable pursuant to Section 1010) on all of the Securities, according to their tenor, the conversion
or exchange rights shall be provided for in accordance with Article Sixteen, if applicable, or as otherwise specified pursuant
to Section 301, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to
be performed by the Company by supplemental indenture, complying with Article Nine hereof, in form satisfactory to the Trustee,
executed and delivered to the Trustee by such Person and (ii) immediately after giving effect to such transaction and treating
any indebtedness that becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default, and no event that, after notice or the lapse of
time, or both, would become an Event of Default, shall have occurred and be continuing.


 




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Section 802.        Rights
and Duties of Successor Corporation.


 


In case of any such consolidation, merger,
sale, lease or conveyance and upon any such assumption by the successor entity, such successor entity shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor entity,
except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. 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 that 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 in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered
by the officers of the Company to the Trustee for authentication, and any Securities that such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities 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.


 


In case of any such consolidation, merger,
sale, lease 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, lease or
conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers’ Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture,
complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


Article Nine

SUPPLEMENTAL INDENTURES


 


Section 901.        Supplemental
Indentures Without Consent of Holders.


 


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


 


(1)         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


 


(2)         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



 




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(3)         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, however, 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


 


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


 


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


 


(6)         to
secure the Securities; or


 


(7)         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 other securities or property of the Company;
or


  


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


 


(9)         to
make provision with respect to the conversion or exchange rights of Holders pursuant to the requirements of Article Sixteen, including
providing for the conversion or exchange of the Securities into any security or property of the Company; or


 


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


 


(11)        to
close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain
qualification of, this Indenture under the TIA; or


 


(12)        to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided in each case 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.



 




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Section 902.        Supplemental
Indentures with Consent of Holders.


 


The Company and the Trustee may (i) amend
or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders
of a majority in aggregate principal amount of the Securities of all series then outstanding or (ii) supplement this Indenture
with regard to a series of Securities, amend or supplement a Supplemental Indenture relating to a series of Securities, or amend
the Securities of a series, without notice to any Securityholder but with the written consent of the Holders of a majority in aggregate
principal amount of the Securities of that series then outstanding. The Holders of a majority in principal amount of the Securities
of all series then outstanding may waive compliance by the Company with any provision of this Indenture or the Securities without
notice to any Securityholder. The Holders of a majority in principal amount of the Securities of any series then outstanding may
waive compliance with any provision of this Indenture, any Supplemental Indenture or the Securities of that series with regard
to the Securities of that series without notice to any Securityholder. However, without the consent of the Holder of each Outstanding
Security affected thereby, no amendment, supplement or waiver may:


 


(1)         change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest
on, any Security; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable
in respect thereof, or any premium or Make-Whole Amount payable upon the redemption thereof, or change any obligation of the Company
to pay Additional Amounts pursuant to Section 1010 (except as contemplated by Section 801(i) and permitted by Section 901(1)),
or reduce the amount of the principal of an Original Issue Discount Security or Make-Whole Amount, if any, 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 or currencies, currency unit or units or composite currency or currencies in which, the
principal of any Security or any premium or Make-Whole Amount or any Additional Amounts payable in respect thereof or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment
Date, as the case may be); 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 (or 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 513 or Section 1011, except to increase the required percentage to effect such action
or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby; or


 




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(4)         make
any change that adversely affects the right to convert or exchange any Security as provided in Article Sixteen or pursuant to Section
301 (except as permitted by Section 901(9)) or decrease the conversion or exchange rate or increase the conversion or exchange
price of any such Security.


 


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.


 


A supplemental indenture that changes or
eliminates any covenant or other provision of this Indenture that has expressly been included for the benefit of one or more particular
series of Securities, or that 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.


 


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, an Opinion of Counsel and an
Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture
and that all conditions precedent to the execution of such supplemental indenture have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 


Section 904.        Effect
of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part
of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
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 Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


 




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Section 907.        Notice
of Supplemental Indentures.


 


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof
to the Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general terms
the substance of such supplemental indenture.


 


Article Ten

COVENANTS


  


Section 1001.        Payment
of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts.


 


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 or Make-Whole
Amount, if any) and interest on and any Additional Amounts payable in respect of the Securities of that series in accordance with
the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated
by Section 301 with respect to any series of Securities, any interest due on and any Additional Amounts payable in respect of Bearer
Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 1010 in respect of principal
of (or premium or Make-Whole Amount, 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.


 


Section 1002.        Maintenance
of Office or Agency.


 


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 or conversion, where Securities of that series may
be surrendered for registration of transfer or exchange, where Securities of that series may be converted or exchanged in accordance
with Article Sixteen, 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: (A) in the City
of Salt Lake City, an office or agency where any Registered Securities of that series may be presented or surrendered for payment
or conversion, where any Registered Securities of that series may be surrendered for exchange, 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 or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series
that 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 (including payment of any Additional Amounts payable on Securities of that series pursuant to Section
1010) or conversion; provided, however, that if the Securities of that series are listed on the Luxembourg Stock Exchange, The
International 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, London, England 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 (C) subject to any laws or regulations applicable thereto, in each Place of Payment for that series located outside the United
States an office or agency where any Securities of that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange 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. 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 (including payment of any Additional Amounts payable on Bearer Securities
of that series pursuant to Section 1010) 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.


 




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Unless otherwise specified with respect
to any Securities pursuant to Section 301, no payment of principal, premium, Make-Whole Amount or interest on or Additional Amounts
in respect of 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, however,
that, if the Securities of a series are payable in Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section 1010)
shall be made at the office of the Company’s Paying Agent in the City of Salt Lake City, if (but only if) payment in Dollars
of the full amount of such principal, premium, interest, Additional Amounts or Make-Whole Amount, as the case may be, at all offices
or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.


 


The Company may from time to time designate
one or more other offices or agencies where the Securities of one or more series and related coupons, if any, may be presented
or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in 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, if and so long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or 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.


 




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


 


If the Company shall at any time act as
its own Paying Agent with respect to any series of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, 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 or
currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and premium
or Make-Whole Amount, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities and any related coupons, it will, on or before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any Securities of that series, deposit
with a Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies described
in the preceding paragraph) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, Make-Whole
Amount or interest or Additional Amounts and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


 


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


 


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


 


(2)         give
the Trustee written notice of any default by the Company (or any other obligor upon the Securities) in the making of any such payment
of principal (and premium or Make-Whole Amount, if any) or interest or Additional Amounts; and


 


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


 


The Company may at any time, for the purpose
of 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.


 




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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 (and premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect of, any Security
of any series and remaining unclaimed for two years after such principal (and premium or Make-Whole Amount, if any), interest or
Additional Amounts 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 of (and premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts
in respect of, 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, however, 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, 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.        Reserved.


 


Section 1005.        Existence.


 


Subject to Article Eight, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect the existence, rights (charter and statutory)
and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any right
or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect
to the Holders of Securities of any series.


 


Section 1006.        Maintenance
of Properties.


 


The Company will cause all of its material
properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section
shall prevent the Company or any Subsidiary from (i) discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders of Securities of any series or (ii) selling or otherwise disposing of
its properties in the ordinary course of its business.


 




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Section 1007.        Insurance.


 


The Company will, and will cause each of
its Subsidiaries to, keep all its insurable properties insured against loss or damage with commercially reasonable amounts and
types of insurance provided by insurers of recognized responsibility.


 


Section 1008.        Payment
of Taxes and Other Claims.


 


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


 


Section 1009.        Statement
as to Compliance.


 


The Company will deliver to the Trustee
within 120 days after the end of each fiscal year, a brief certificate, which need not comply with Section 102, from the principal
executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying
such noncompliance and the nature and status thereof of which such officers may have knowledge. For purposes of this Section 1010,
such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.


 


Section 1010.        Additional
Amounts.


 


If any Securities of a series provide for
the payment of Additional Amounts, the Company will pay to the Holder of any 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 except in the case of Section 502(1), the payment of the principal of or any premium, Make-Whole Amount or interest
on, or in respect of, 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.


 




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Except as otherwise specified as contemplated
by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior
to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any 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 or within 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, if any, 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 (i) to assume that no such withholding or deduction is required with respect to any payment of principal
or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal 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 and their respective
officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including but
not limited to legal fees and expenses) reasonably incurred without gross 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 or in reliance on the Company’s not furnishing such an Officers’ Certificate.


 


Section 1011.        Waiver
of Certain Covenants.


 


The Company may omit in any particular instance
to comply with any term, provision or condition set forth in Sections 1005 to 1008, inclusive, and with any other term, provision
or condition with respect to the Securities of any series specified in accordance with Section 301 (except any such term, provision
or condition that could not be amended without the consent of all Holders of Securities of such series pursuant to Section 902),
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, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 




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Article Eleven

REDEMPTION OF SECURITIES


  


Section 1101.        Applicability
of Article.


 


Securities of any series that are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for 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 Company Order. 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 45 days prior to the giving of the notice of redemption in
Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee, in writing, of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and of the Redemption Price of such Securities and any
accrued interest and Additional Amounts payable with respect thereto, if any, on the Redemption Date. 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 and Opinion of Counsel evidencing
compliance with such restriction.


 


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


 


If less than all the Securities of any series
issued 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 that 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.


 


If any Security selected for partial redemption
is converted in part before termination of the conversion or exchange right with respect to the portion of the Security so selected,
the converted or exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities that have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee
as Outstanding for the purpose of such selection. In any case where more than one Security is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Security.


 


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.


 


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 that has been or is to be redeemed.


 




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Section 1104.        Notice
of Redemption.


 


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.


 


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, accrued interest to the Redemption Date payable as provided in Section 1106, if any, and Additional Amounts,
if any;


 


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


 


(4)         in
case any Security is to be redeemed in part only, 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 to the Redemption Date payable as provided in Section 1106, if
any, 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, or for conversion or exchange;


 


(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 date fixed for redemption 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;


 




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(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 the 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;


 


(10)        the
CUSIP number of such Security, if any, provided that neither the Company nor the Trustee shall have any responsibility for any
such CUSIP number;


 


(11)        if
applicable, that a Holder of Securities who desires to convert or exchange Securities to be redeemed must satisfy the requirements
for conversion or exchange contained in such Securities, the then existing conversion or exchange price or rate and the date and
time when the option to convert or exchange shall expire and the place or places where such Securities may be surrendered for conversion
or exchange; and


 


(12)        such
other information as the Trustee reasonably deems appropriate.


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


 


Section 1105.        Deposit
of Redemption Price.


 


On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, 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 or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient
to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof that are to be redeemed on that date.


 


Section 1106.        Securities
Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) (together with
accrued interest and Additional Amounts payable with respect thereto, if any, on the Redemption Date), and from and after such
date (unless the Company shall default in the payment of the Redemption Price and accrued interest and Additional Amounts, 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 and Additional Amounts
payable with respect thereto, if any, on the Redemption Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further that except as otherwise provided with respect to
Securities convertible or exchangeable into other securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section
307.


 




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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, however, that interest represented by coupons shall be payable only
at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those coupons. If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal, (and premium or Make-Whole Amount, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.


 


Section 1107.        Securities
Redeemed in Part.


 


Any Security that 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.


 




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Article Twelve

SINKING FUNDS


  


Section 1201.        Applicability
of Article.


 


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


 


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


 


Section 1202.        Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may, in satisfaction of all
or any part of any mandatory sinking fund payment with respect to the Securities of a series, (1) 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 (2) apply as a credit Securities of such series that have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; 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 or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) 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 amount of optional sinking fund payments, 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 Section 1106 and 1107.


 




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Article Thirteen

REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1301.        Applicability
of Article.


 


Repayment of Securities of any series before
their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities, if any, 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 a price equal to the principal amount thereon, together with interest, if any, thereof accrued to the Repayment Date specified
in or pursuant to the terms of such Securities and Additional Amounts, if any, payable thereon. The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (or, if so provided by the terms of
the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portion thereof, as the case may be, to be repaid on such date and Additional
Amounts, if any, payable thereon.


 


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.
In order for any Security to be repaid at the option of the Holder, the Trustee must receive 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 and the Trustee) not earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the Security
so providing for such repayment together with the “Option to Elect Repayment” form on the reverse thereof duly completed
by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a telegram, telex, facsimile transmission or
a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority (“FINRA”),
or a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal
amount of the Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor
and terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Security,
will be received by the Trustee not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission
or letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only be effective if such Security
and form duly completed are received by the Trustee by such fifth Business Day. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid,
must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be
repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized
denomination of Securities of or within 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.


 


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 principal amount of such security
so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however,
that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only
upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments
of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (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.


 


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, however,
that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons. If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender
thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear
interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
set forth in such Security.


 


Section 1305.        Securities
Repaid in Part.


 


Upon surrender of any Registered Security
that 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.



 




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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 to be applicable to the Securities of any series, 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 defease such Outstanding Securities and any coupons appertaining thereto pursuant to Section
1402 (if applicable) or Section 1403 (if applicable) upon compliance with the conditions set forth below in this Article.


 


Section 1402.        Defeasance
and Discharge.


 


Upon the Company’s exercise of the
above option applicable to this Section with respect to any Securities of or within a series, the Company shall 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) below, and to have satisfied all of 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 that 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 or Make-Whole
Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and with respect to the payment
of Additional Amounts, if any, on such Securities as contemplated by Section 1010, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder including but not limited to Section 606 hereof and (D) this Article. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section 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 Sections 1005 to 1008, inclusive, and, if specified pursuant to Section 301, its obligations under any other
covenant, 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 be not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 1005 to 1008, inclusive,
or such other 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 Section 501(4) or 501(7) or otherwise,
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. 


 






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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 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, currencies or currency unit 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, currencies or currency unit in which
such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) that 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 or Make-Whole Amount, if any) and interest and Additional Amounts, if any, on
such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and that shall
be applied by the Trustee to pay and discharge, (i) the principal of (and premium or Make-Whole Amount, 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; provided, that the Trustee shall have been irrevocably instructed
to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such
a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all
or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and
Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing.


 


(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 (and shall not cause the Trustee
to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company).


 


(c)          No
Event of Default or event that with notice or lapse of time or both would become an 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 Sections
501(5) and 501(6) 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
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) 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.


 




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(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 (i) as a result of a deposit pursuant to subsection (a) above 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 (ii) all necessary registrations under said Act have been effected.


 


(g)          After
the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.


 


(h)          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 that 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.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405,
the “Trustee”) pursuant to Section 1404 in respect of 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 or Make-Whole Amount, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.


 




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Unless otherwise specified with respect
to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit other than that in which the deposit pursuant to Section 1404(a) has
been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in which the
deposit pursuant to Section 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
or Make-Whole Amount, if any), and interest, if any, on such Security as the same becomes due and Additional Amounts, if any, 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 or currency unit 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 or currency unit in effect
on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.


 


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 that by law is for
the account of the Holders of such Outstanding Securities and any coupons appertaining thereto.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 that, 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 that 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 the Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture
and such Securities from which the Company has been discharged or released pursuant to Section 1402 or 1403 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust pursuant to Section 1405 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on
any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust.


 




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Article Fifteen

MEETINGS OF HOLDERS OF SECURITIES


 


Section 1501.        Purposes
for Which Meetings May Be Called.


 


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


 


Section 1502.        Call,
Notice and Place of Meetings.


 


(a)          The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be
held at such time and at such place in the City of Salt Lake City, or in London, England 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 in the City
of Salt Lake City, or in London, England 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 (1) a Holder of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series
by such Holder 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.


 




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Section 1504.        Quorum;
Action.


 


The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities
of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver that 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 after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given
only once not less than five (5) 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 that shall constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or
other action that 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 such specified
percentage in principal amount of the Outstanding Securities of that series.


 


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


 


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


 


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


 


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


 




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


 


(a)          Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as 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
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities
of or within the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting.


 


(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, however, that no vote shall be cast or counted
at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.


 


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


 


Section 1506.        Counting
Votes and Recording Action of Meetings.


 


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


 




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Section 1507.        Evidence
of Action Taken by Holders.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Holders in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof
of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Article Six) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Article.


 


Section 1508.        Proof
of Execution of Instruments.


 


Subject to Article Six, the execution of
any instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.


 


Article Sixteen

CONVERSION OR EXCHANGE OF SECURITIES


 


Section 1601.        Applicability
of Article.


 


The provisions of this Article shall be
applicable to the Securities of any series that are convertible or exchangeable for other securities or property (including securities
of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company, except as otherwise specified
as contemplated by Section 301 for the Securities of such series.


 


Section 1602.        Election
to Exchange; Notice to Trustee and Holders.


 


The election of the Company to exchange
any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such
Securities. On or prior to the seventh Business Day prior to Maturity of the Securities, the Company shall provide written notice
to the Holders of record of the Securities and to the Trustee and will publish a notice in a daily newspaper of national circulation
stating whether the Company has made such election.


 




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Section 1603.        No
Fractional Shares.


 


No fractional shares of securities shall
be delivered upon exchanges of Securities of any series. If more than one Security shall be surrendered for exchange at one time
by the same Holder, the number of full shares that shall be delivered upon exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If, except for
the provisions of this Section 1603, any Holder of a Security or Securities would be entitled to a fractional share of a security
upon the exchange of such Security or Securities, or specified portions thereof, the Company shall pay to such Holder an amount
in cash equal to the current market value of such fractional share computed on the basis of an average Closing Price of such security.
The “Closing Price” of any security on any date of determination means, (i) if such security is listed or admitted
to unlisted trading privileges on a national securities exchange, the last reported sale price regular way on such exchange, or
(ii) if such security is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange,
the average of the bid and asked prices of such security in the over-the-counter market, as reported by the National Quotation
Bureau, Incorporated or similar organization if the National Quotation Bureau, Incorporated is no longer reporting such information,
or if not so available, the market price as determined by a nationally recognized independent investment banking firm retained
for this purpose by the Company.


 


Section 1604.        Adjustment
of Exchange Rate.


 


The exchange rate of Securities of any series
that is exchangeable for other securities or property (including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company shall be adjusted for any stock dividends, stock splits, reclassification, combinations
or similar transactions or any consolidation, merger or other reorganization event in accordance with the terms of the supplemental
indenture or Board Resolution setting forth the terms of the Securities of such series.


 


Whenever the exchange rate is adjusted,
the Company shall compute the adjusted exchange rate in accordance with terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers’ Certificate setting forth the adjusted exchange rate and showing in reasonable detail
the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained
for the purpose of exchange of Securities pursuant to Section 1002 and, if different, with the Trustee. The Company shall forthwith
cause a notice setting forth the adjusted exchange rate to be mailed, first class postage prepaid, to each Holder of Securities
of such series at its address appearing on the Security Register and to any exchange agent other than the Trustee.


 




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Section 1605.        Payment
of Certain Taxes Upon Exchange.


 


The Company will pay any and all taxes that
may be payable in respect of the transfer and delivery of shares of other securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to
use Form S-3 (or any successor form) for a primary offering of its securities) of the Company on exchange of Securities pursuant
hereto. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the
delivery of shares of securities in a name other than that of the Holder of the Security or Securities to be exchanged, and no
such transfer or delivery shall be made unless and until the person requesting such transfer has paid to the Company the amount
of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.


 


Section 1606.        Shares
Free and Clear.


 


The Company hereby warrants that upon exchange
of Securities of any series, the Holder of a Security shall receive all rights held by the Company in such security for which such
Security is at such time exchangeable under this Article Sixteen, free and clear of any and all liens, claims, charges and encumbrances
other than any liens, claims, charges and encumbrances that may have been placed on any such security by the prior owner thereof,
prior to the time such security was acquired by the Company. Except as provided in Section 1604, the Company will pay all taxes
and charges with respect to the delivery of such security delivered in exchange for Securities hereunder.


 


Section 1607.        Cancellation
of Security.


 


Upon receipt by the Trustee of Securities
of any series delivered to it for exchange under this Article Sixteen, the Trustee shall cancel and dispose of the same as provided
in Section 309.


 


Section 1608.        Duties
of Trustee Regarding Exchange.


 


Neither the Trustee nor any exchange agent
shall at any time be under any duty or responsibility to any Holder of Securities of any series that is exchangeable into other
securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of
the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities)
of the Company to determine whether any facts exist that may require any adjustment of the exchange rate, or with respect to the
nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided
to be employed in making the same. Neither the Trustee nor any exchange agent shall be accountable with respect to the validity
or value (or the kind or amount) of any securities or property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for
a primary offering of its securities) of the Company, or of any Securities and neither the Trustee nor any exchange agent makes
any representation with respect thereto. Subject to the provisions of Section 612, neither the Trustee nor any exchange agent shall
be responsible for any failure of the Company to issue, transfer or deliver any stock certificates or other securities or property
(including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities) upon the surrender of
any Security for the purpose of exchange or to comply with any of the covenants of the Company contained in this Article Sixteen
or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed by one or more
duly authorized officers of the Company.


 




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Section 1609.        Repayment
of Certain Funds Upon Exchange.


 


Any funds that at any time shall have been
deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of,
and premium, if any, and interest, if any, on any of the Securities (including funds deposited for the sinking fund referred to
in Article Twelve hereof) and that shall not be required for such purposes because of the exchange of such Securities as provided
in this Article Sixteen shall after such exchange be repaid to the Company by the Trustee upon the Company’s written request.


 


Section 1610.        Exercise
of Conversion Privilege.


 


In order to exercise a conversion or exchange
privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office
or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects
to convert or exchange such Security or a specified portion thereof. Such notice shall also state, if different from the name or
names (with address) in which the Securities are registered, the name or names in which the Securities or property (including securities
of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company that shall be issuable on such
conversion or exchange shall be issued. Securities surrendered for conversion or exchange shall (if so required by the Company
or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion
or exchange during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding
Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal
amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the
conversion or exchange of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest
by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution
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 setting forth the terms of such series of Security, and the surrender of such Security
in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the
office or agency at which such Security is surrendered, to such Holder or on its written order, securities or property (including
securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer
is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company issuable or deliverable
upon the conversion or exchange of such Security (or specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share
of such Common Stock otherwise issuable upon such conversion or exchange. Such conversion or exchange shall be deemed to have been
effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have
been received in proper order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid
(unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion or exchange
on a particular date following such surrender and such Holder shall be entitled to convert or exchange such Security on such date,
in which case such conversion or exchange shall be deemed to be effected immediately prior to the close of business on such date)
and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose
name or names any securities or property (including securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering
of its securities) of the Company shall be issuable or deliverable upon such conversion or exchange shall be deemed to have become
the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph
of Section 307, no payment or adjustment shall be made upon any conversion or exchange on account of any interest accrued on the
Securities surrendered for conversion or exchange or on account of any interest or dividends on the Securities or property (including
securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer
is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company issued or delivered
upon such conversion or exchange.


 




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In the case of any Security that is converted
or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver
to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.


 


Section 1611.        Effect
of Consolidation or Merger on Conversion Privilege.


 


In case of any consolidation of the Company
with, or merger of the Company into or with any other Person, or in case of any sale of all or substantially all of the assets
of the Company, the Company or the Person formed by such consolidation or the Person into which the Company shall have been merged
or the Person that shall have acquired such assets, as the case may be, shall execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Security then outstanding of any series that is convertible into Common Stock of the
Company shall have the right, which right shall be the exclusive conversion right thereafter available to said Holder (until the
expiration of the conversion right of such Security), to convert such Security into the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such consolidation, merger or sale by a holder of the number of shares
of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger
or sale, subject to compliance with the other provisions of this Indenture, such Security and such supplemental indenture. Such
supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments
provided for in such Security. The above provisions of this Section shall similarly apply to successive consolidations, mergers
or sales. It is expressly agreed and understood that anything in this Indenture to the contrary notwithstanding, if, pursuant to
such merger, consolidation or sale, holders of outstanding shares of Common Stock of the Company do not receive shares of common
stock of the surviving corporation but receive other securities, cash or other property or any combination thereof, Holders of
Securities shall not have the right to thereafter convert their Securities into common stock of the surviving corporation or the
corporation that shall have acquired such assets, but rather, shall have the right upon such conversion to receive the other securities,
cash or other property receivable by a holder of the number of shares of Common Stock of the Company into which the Securities
held by such holder might have been converted immediately prior to such consolidation, merger or sale, all as more fully provided
in the first sentence of this Section 1611. Anything in this Section 1611 to the contrary notwithstanding, the provisions of this
Section 1611 shall not apply to a merger or consolidation of another corporation with or into the Company pursuant to which both
of the following conditions are applicable: (i) the Company is the surviving corporation and (ii) the outstanding shares of Common
Stock of the Company are not changed or converted into any other securities or property (including cash) or changed in number or
character or reclassified pursuant to the terms of such merger or consolidation.


 


As evidence of the kind and amount of shares
of stock or other securities or property (including cash) into which Securities may properly be convertible after any such consolidation,
merger or sale, or as to the appropriate adjustments of the conversion prices applicable with respect thereto, the Trustee shall
be furnished with and may accept the certificate or opinion of an independent certified public accountant with respect thereto;
and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely thereon, and shall not be responsible
or accountable to any Holder of Securities for any provision in conformity therewith or approved by such independent certified
accountant that may be contained in said supplemental indenture.


 


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



 




    	-81-



    	 



    

 


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


 


	 	LIPOCINE INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	_____________________________________, As Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	-82-



    	 



    

 


EXHIBIT A



FORM OF CERTIFICATION

EXHIBIT A-1



FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE


 


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


 


This is to certify that, as of the date
hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that
are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its source (“United States person(s)”),
(ii) are owned by United States person(s) that 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 _______________________ or its agent that such financial institution will provide a certificate
within a reasonable time stating that it agrees to 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 a financial institution
for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.1635(c)(2)(i)(D)(7)),
and, such financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), certifies
that it 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.


 




    	A-1-1



    	 



    

 


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 the earlier of (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 Signator)

Name:

Title:


 




    	A-1-2



    	 



    

 


EXHIBIT A-2



FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE


 


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


 


This is to certify that, based solely on
written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”)
substantially in the form attached hereto, as of the date hereof, (U.S.$) principal amount of the above-captioned Securities (i)
is owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United
States person(s)”), (ii) is owned by United States person(s) that 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 financial institution has agreed, on its own behalf or
through its agent, that we may advise _______________________ or its agent that such financial institution will provide a certificate
within a reasonable time stating that it agrees to 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 a financial institution 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 that
such 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.


 




    	A-2-1



    	 



    

 


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


 


Dated: ________________, ____________


 


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


 


	,	 
	as	 
	 	 
	By:	 
	 	 
	 	 


 




    	A-2-2