Exhibit 4.2


 


SENESTECH, INC.


ISSUER


TO


 


,


TRUSTEE


INDENTURE


[SUBORDINATED] DEBT SECURITIES


DATED AS OF , 20


 


Reconciliation and tie between Trust Indenture
Act of 1939 (the “Trust Indenture Act”) and Indenture


 


	Trust Indenture Act of 1939 Section  	 	Indenture Section  
	 	 	 
	310	 	(a)(1)	 	6.8
	 	 	(a)(2)	 	6.8
	 	 	(a)(3)	 	TIA
	 	 	(a)(4)	 	Not Applicable
	 	 	(a)(5)	 	TIA
	 	 	(b)	 	6.9
	311	 	(a)	 	TIA
	 	 	(b)	 	TIA
	312	 	(a)	 	7.1
	 	 	(b)	 	7.2
	 	 	(c)	 	7.2
	313	 	(a)	 	7.3
	 	 	(b)	 	7.3
	 	 	(c)	 	7.3
	 	 	(d)	 	7.3
	314	 	(a)	 	7.4; TIA
	 	 	(b)	 	Not Applicable
	 	 	(c)(1)	 	1.2
	 	 	(c)(2)	 	1.2
	 	 	(c)(3)	 	Not Applicable
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	1.2
	 	 	(f)	 	1.2
	315	 	(a)	 	6.1; TIA
	 	 	(b)	 	6.3
	 	 	(c)	 	6.1; TIA
	 	 	(d)(1)	 	6.1; TIA
	 	 	(d)(2)	 	6.1; TIA
	 	 	(d)(3)	 	6.1; TIA
	 	 	(e)	 	5.15; TIA
	316	 	(a) (last sentence)	 	1.1
	 	 	(a)(1)(A)	 	5.2; 5.12
	 	 	(a)(1)(B)	 	5.13
	 	 	(b)	 	5.8
	 	 	(c)	 	TIA
	317	 	(a)(1)	 	5.3
	 	 	(a)(2)	 	5.4
	 	 	(b)	 	10.3
	318	 	(a)	 	1.8
	 	 	(b)	 	TIA
	 	 	(c)	 	TIA


 


This reconciliation and tie section does not constitute
part of the Indenture.


 








     


     


    

 




	ARTICLE 1.  	1
	DEFINITIONS AND OTHER PROVISIONS
    OF GENERAL APPLICATION	1
	Section 1.1. Definitions	1
	Section 1.2. Compliance Certificates
    and Opinions	9
	Section 1.3. Form of Documents
    Delivered to Trustee	10
	Section 1.4. Acts of Holders	10
	Section 1.5. Notices, Etc.
    to the Trustee and the Company	12
	Section 1.6. Notice to Holders
    of Securities; Waiver	12
	Section 1.7. Language of Notices	13
	Section 1.8. Conflict with
    Trust Indenture Act	13
	Section 1.9. Effect of Headings
    and Table of Contents	13
	Section 1.10. Successors and
    Assigns	13
	Section 1.11. Separability
    Clause	13
	Section 1.12. Benefits of Indenture	13
	Section 1.13. Governing Law	13
	Section 1.14. Legal Holidays	14
	Section 1.15. Counterparts	14
	Section 1.16. Judgment Currency	14
	Section 1.17. No Security Interest
    Created	14
	Section 1.18. Limitation on
    Individual Liability	15
	ARTICLE 2.	15
	SECURITIES FORMS	15
	Section 2.1. Forms Generally	15
	Section 2.2. Form of Trustee’s
    Certificate of Authentication	15
	Section 2.3. Securities in
    Global Form	16
	ARTICLE 3.	16
	THE SECURITIES	16
	Section 3.1. Amount Unlimited;
    Issuable in Series	16
	Section 3.2. Currency; Denominations	20
	Section 3.3. Execution, Authentication,
    Delivery and Dating	20
	Section 3.4. Temporary Securities	21
	Section 3.5. Registration,
    Transfer and Exchange	22
	Section 3.6. Mutilated, Destroyed,
    Lost and Stolen Securities	24
	Section 3.8. Persons Deemed
    Owners	26
	Section 3.9. Cancellation	27
	Section 3.10. Computation of
    Interest	27
	ARTICLE 4.	27
	SATISFACTION AND DISCHARGE
    OF INDENTURE	27
	Section 4.1. Satisfaction and
    Discharge	27
	Section 4.2. Defeasance and
    Covenant Defeasance	28
	Section 4.3. Application of
    Trust Money	32
	Section 4.4. Reinstatement	32
	ARTICLE 5.	32
	REMEDIES	32
	Section 5.1. Events of Default	32
	Section 5.2. Acceleration of
    Maturity; Rescission and Annulment	33
	Section 5.3. Collection of
    Indebtedness and Suits for Enforcement by Trustee	34
	Section 5.4. Trustee May File
    Proofs of Claim	35
	Section 5.5. Trustee May Enforce
    Claims Without Possession of Securities or Coupons	36
	Section 5.6. Application of
    Money Collected	36





 






    -i-


     


    

 





	Section 5.7. Limitations on Suits  	36
	Section 5.8. Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts	37
	Section 5.9. Restoration of Rights and Remedies	37
	Section 5.10. Rights and Remedies Cumulative	37
	Section 5.11. Delay or Omission Not Waiver	37
	Section 5.12. Control by Holders of Securities	38
	Section 5.13. Waiver of Past Defaults	38
	Section 5.14. Waiver of Usury, Stay or Extension Laws	38
	Section 5.15. Undertaking for Costs	38
	ARTICLE 6.	39
	THE TRUSTEE	39
	Section 6.1. Certain Duties and Responsibilities	39
	Section 6.2. Certain Rights of Trustee	39
	Section 6.3. Notice of Defaults	41
	Section 6.4. Not Responsible for Recitals or Issuance of Securities	41
	Section 6.5. May Hold Securities	41
	Section 6.6. Money Held in Trust	42
	Section 6.7. Compensation and Reimbursement	42
	Section 6.8. Corporate Trustee Required; Eligibility	42
	Section 6.9. Resignation and Removal; Appointment of Successor	43
	Section 6.10. Acceptance of Appointment by Successor	44
	Section 6.11. Merger, Conversion, Consolidation or Succession to Business	45
	Section 6.12. Appointment of Authenticating Agent	45
	ARTICLE 7.	47
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	47
	Section 7.1. Company to Furnish Trustee Names and Addresses of Holders	47
	Section 7.2. Preservation of Information; Communications to Holders	47
	Section 7.3. Reports by Trustee	47
	Section 7.4. Reports by Company	48
	ARTICLE 8.	48
	CONSOLIDATION, MERGER AND SALES	48
	Section 8.1. Company May Consolidate, Etc., Only on Certain Terms	48
	Section 8.2. Successor Person Substituted for Company	49
	ARTICLE 9.	49
	SUPPLEMENTAL INDENTURES	49
	Section 9.1. Supplemental Indentures Without Consent of Holders	49
	Section 9.2. Supplemental Indentures With Consent of Holders	50
	Section 9.3. Execution of Supplemental Indentures	51
	Section 9.4. Effect of Supplemental Indentures	51
	Section 9.6. Conformity With Trust Indenture Act	52
	Section 9.7. Notice of Supplemental Indenture	52
	ARTICLE 10.	52
	COVENANTS	52
	Section 10.1. Payment of Principal, Any Premium, Interest and Additional Amounts	52
	Section 10.2. Maintenance of Office or Agency	52
	Section 10.3. Money for Securities Payments to be Held in Trust	53
	Section 10.4. Additional Amounts	55
	Section 10.5. [Reserved.]	55
	Section 10.6. [Reserved.]	55


 






    -ii-


     


    

 





	Section 10.7. Corporate Existence  	55
	Section 10.8. Waiver of Certain Covenants	56
	Section 10.9. Company Statement as to Compliance; Notice of Certain Defaults	56
	ARTICLE 11.	56
	REDEMPTION OF SECURITIES	56
	Section 11.1. Applicability of Article	56
	Section 11.2. Election to Redeem; Notice to Trustee	56
	Section 11.3. Selection by Trustee of Securities to be Redeemed	57
	Section 11.4. Notice of Redemption	57
	Section 11.5. Deposit of Redemption Price	58
	Section 11.6. Securities Payable on Redemption Date	59
	Section 11.7. Securities Redeemed in Part	59
	ARTICLE 12.	60
	SINKING FUNDS	60
	Section 12.1. Applicability of Article	60
	Section 12.2. Satisfaction of Sinking Fund Payments With Securities	60
	Section 12.3. Redemption of Securities for Sinking Fund	60
	ARTICLE 13.	60
	REPAYMENT AT THE OPTION OF HOLDERS	60
	Section 13.1. Applicability of Article	60
	ARTICLE 14.	61
	SECURITIES IN FOREIGN CURRENCIES	61
	Section 14.1. Applicability of Article	61
	ARTICLE 15.	61
	MEETINGS OF HOLDERS OF SECURITIES	61
	Section 15.1. Purposes for Which Meetings May Be Called	61
	Section 15.2. Call, Notice and Place of Meetings	61
	Section 15.3. Persons Entitled to Vote at Meetings	61
	Section 15.4. Quorum; Action	61
	Section 15.5. Determination of Voting Rights; Conduct and Adjournment of Meetings	62
	Section 15.6. Counting Votes and Recording Action of Meetings	63
	ARTICLE 16.	63
	SUBORDINATION OF SECURITIES	63
	Section 16.1. Securities Subordinate to Senior Indebtedness	63
	Section 16.3. No Payment when Senior Indebtedness in Default	64
	Section 16.4. Reliance by Senior Indebtedness on Subordination Provisions	65
	Section 16.5. Payment Permitted If No Default	65
	Section 16.6. Subrogation to Rights of Holders of Senior Indebtedness	65
	Section 16.7. Provisions Solely to Define Relative Rights	65
	Section 16.8. Trustee to Effectuate Subordination	65
	Section 16.9. No Waiver of Subordination Provisions	65
	Section 16.10. Notice to Trustee	66
	Section 16.11. Reliance on Judicial Order or Certificate of Liquidating Agent	66
	Section 16.12. Trustee Not Fiduciary for Holders of Senior Indebtedness	67
	Section 16.13. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	67
	Section 16.14. Article Applicable to Paying Agents	67
	Section 16.15. Defeasance of this Article 16	67
	EXHIBIT A	69


 






    -iii-


     


    

 




INDENTURE, dated as of , 20 (the “Indenture”),
among SenesTech, Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”),
having its principal executive office located at 3140 N Caden Court, Suite 1, Flagstaff, Arizona 86004, and , a , as trustee (hereinafter
called the “Trustee”), having its Corporate Trust Office located at .


 


RECITALS


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its unsecured, [unsubordinated/subordinated] debentures, notes
or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as
hereinafter provided.


 


The Company has duly authorized the execution and
delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms,
have been done.


 


This Indenture is subject to the provisions of
the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder
that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH: 


 


For and in consideration of the premises and the
purchase of the Securities by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof and any Coupons (as herein defined) as follows:


 


ARTICLE 1.


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.1. Definitions.


 


Except as otherwise expressly provided in or pursuant
to this Indenture or unless the context otherwise requires, for all purposes of this Indenture:


 


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


 


(2) all other terms used herein which are defined
in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;


 


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


 


(4) the words “herein,” “hereof,”
“hereto” 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; and


 








    -1-


     


    

 




(5) the word “or” is always used inclusively
(for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”).


 


Certain terms used principally in certain Articles
hereof are defined in those Articles.


 


“Act,” when used with respect to any
Holders, has the meaning specified in Section 1.4.


 


“Additional Amounts” means any additional
amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes, assessments or other governmental charges imposed on Holders specified therein and which are owing to such Holders.


 


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


 


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate Securities of one or more series.


 


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


 


“Authorized Officer” means, when used
with respect to the Company, the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer, the Chief Operating Officer, the Chief Accounting Officer, the Secretary or an Assistant Secretary, of the Company.


 


“Bearer Security” means any Security
in the form established pursuant to Section 2.1 which is payable to bearer.


 


“Board of Directors” means the board
of directors of the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company
hereunder.


 


“Board Resolution” means a copy of
one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.


 


“Business Day,” with respect to any
Place of Payment or other location, means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, any day
other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.


 








    -2-


     


    

 




“Capital Stock” of any Person means
any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) equity of such Person, including Preferred Stock, but excluding any debt securities convertible into such equity.


 


“Capitalized Lease Obligation” means
an obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted
accounting principles, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation
determined in accordance with such principles.


 


“Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time
after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


“Common Stock” in respect of any Corporation
means Capital Stock of any class or classes (however designated) which has no preference as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, and which is not subject to redemption
by such Corporation.


 


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


 


“Company Request” and “Company
Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Company by an Authorized Officer,
and delivered to the Trustee.


 


“Conversion Event” means the cessation
of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for
the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii)
any currency unit or composite currency for the purposes for which it was established.


 


“Corporate Trust Office” means the
principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at .


 


“Corporation” includes corporations
and limited liability companies and, except for purposes of Article 8, associations, companies and business trusts.


 


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


 


“Currency,” with respect to any payment,
deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by
or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer pursuant to or contemplated
by the terms hereof or such Security, means Dollars.


 


“CUSIP number” means the alphanumeric
designation assigned to a Security by Standard & Poor’s Ratings Service, CUSIP Service Bureau.


 


“Defaulted Interest” has the meaning
specified in Section 3.7.


 








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“Dollars” or “$” means
a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America.


 


“Event of Default” has the meaning
specified in Section 5.1.


 


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


 


“Government Obligations” means securities
which are (i) direct obligations of the United States of America or the other government or governments which issued the Foreign Currency
in which the principal of or any premium or interest on such Security or any Additional Amounts in respect thereof shall be payable, in
each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments 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
other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or
(ii), are not callable or redeemable at the option of the issuer or issuers 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 or other amount with respect to 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 or other amount with respect to the Government Obligation evidenced by such depository receipt.


 


“Holder,” in the case of any Registered
Security, means the Person in whose name such Security is registered in the Security Register and, in the case of any Bearer Security,
means the bearer thereof and, in the case of any Coupon, means the bearer thereof.


 


“Indebtedness” means, with respect
to any Person, (i) the principal of and any premium and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii)
all Capitalized Lease Obligations of such Person; (iii) all obligations of such Person issued or assumed as the deferred purchase price
of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations
(other than obligations described in (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business
Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); (v) all obligations of
the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses
(i) through (v) of other Persons secured by any lien on any property or asset of such Person (whether or not such obligation is assumed
by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured; and (vii) any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation
described as Indebtedness in clauses (i) through (vi) above.


 








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“Indenture” means this instrument 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, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining thereto
established pursuant to Section 3.1 (as such terms and provisions may be amended pursuant to the applicable provisions hereof).


 


“Independent Public Accountants” means
accountants or a firm of accountants that, with respect to the Company and any other obligor under the Securities or the Coupons, are
independent public accountants within the meaning of the Securities Act of 1933, as amended, and the rules and regulations promulgated
by the Commission thereunder, who may be the independent public accountants regularly retained by the Company or who may be other independent
public accountants. Such accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal
matters relating to this Indenture or certificates required to be provided hereunder.


 


“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,” with respect to any Original
Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity and, when used with
respect to a Security which provides for the payment of Additional Amounts pursuant to Section 10.4, includes such Additional Amounts.


 


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


 


“Judgment Currency” has the meaning
specified in Section 1.16.


 


“Legal Holidays” has the meaning specified
in Section 1.14.


 


“Maturity,” with respect to any Security,
means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant
to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice of option
to elect repayment or otherwise, and includes the Redemption Date.


 


“New York Banking Day” has the meaning
specified in Section 1.16.


 


“Office” or “Agency,” with
respect to any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such Securities
pursuant to Section 10.2 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section
10.2 or, to the extent designated or required by Section 10.2 in lieu of such office or agency, the Corporate Trust Office of the Trustee.


 


“Officer’s Certificate” means
a certificate signed by an Authorized Officer that complies with the requirements of Section 314(e) of the Trust Indenture Act and is
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 who shall be reasonably acceptable to the Trustee,
that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act.


 








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“Original Issue Discount Security”
means a Security issued pursuant to this Indenture which provides for declaration of an amount less than the principal face amount thereof
to be due and payable upon acceleration pursuant to Section 5.2.


 


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


 


(a) any such Security theretofore cancelled by
the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation;


 


(b) any such Security for whose payment at the
Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto (other than pursuant to Section 4.2) 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 provision therefor satisfactory to the
Trustee has been made;


 


(c) any such Security with respect to which the
Company has effected defeasance pursuant to the terms hereof, except to the extent provided in Section 4.2;


 


(d) any such Security which has been paid pursuant
to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in
whose hands such Security is a valid obligation of the Company; and


 


(e) any such Security converted or exchanged as
contemplated by this Indenture into securities of the Company or another issuer, if the terms of such Security provide for such conversion
or exchange pursuant to Section 3.1; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof
that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable
upon a declaration of acceleration thereof pursuant to Section 5.2 at the time of such determination, and (ii) the principal amount of
any Indexed Security that may be counted in making such determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture,
and (iii) the principal amount of a Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date
of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent
on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination
or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining
thereto or an Affiliate of the Company or such other obligor.


 








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“Paying Agent” means any Person authorized
by the Company to pay the principal of, or any premium or interest on, or any Additional Amounts with respect to, any Security or any
Coupon on behalf of the Company.


 


[“Payment Blockage Notice” has the
meaning specified in Section 16.3.]


 


[“Payment Blockage Period” has the
meaning specified in Section 16.3.]


 


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


 


“Place of Payment,” with respect to
any Security, means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with respect
to such Security are payable as provided in or pursuant to this Indenture or such Security.


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same Indebtedness as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a lost,
destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed
to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed,
lost or stolen Coupon appertains.


 


“Preferred Stock” in respect of any
Corporation means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, over shares of Capital
Stock of any other class of such Corporation.


 


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


 


“Redemption Price,” with respect to
any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture
or such Security.


 


“Registered Security” means any Security
established pursuant to Section 2.1 which is registered in a Security Register.


 


“Regular Record Date” for the interest
payable on any Registered Security on any Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture
or such Security as the “Regular Record Date”.


 


“Required Currency” has the meaning
specified in Section 1.16.


 


“Responsible Officer” means any vice
president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, or any trust
officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his or her knowledge of and familiarity with the particular subject.


 


“Restricted Subsidiary” has the meaning
specified in the Indenture, as supplemented or amended as applicable.


 








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“Security” or “Securities”
means any note or notes, bond or bonds, debenture or debentures, or any other evidences of Indebtedness, as the case may be, 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 any such Person, shall mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


[“Securities Payment” has the meaning
specified in Section 16.2.]


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5.


 


[“Senior Indebtedness” means (x) all
Indebtedness for money borrowed of the Company and other Indebtedness of the Company referred to in the definition of Indebtedness other
than in clause (iii) thereof, whether incurred on or prior to the date of this Indenture or thereafter incurred, other than the Securities
and (y) amendments, renewals, extensions, modifications, refinancings and refundings of any such Indebtedness; provided, however, the
following shall not constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a Subsidiary of the Company
and (B) any Indebtedness which by the terms of the instrument creating or evidencing the same is not superior in right of payment to the
Securities.]


 


“Special Record Date” for the payment
of any Defaulted Interest on any Registered Security means a date fixed by the Company pursuant to Section 3.7.


 


“Stated Maturity,” with respect to
any Security or any installment of principal thereof or interest thereon, or any Additional Amounts with respect thereto, means the date
established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment
of principal or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary” means, in respect of any
Person, any Corporation, limited or general partnership or other business entity of which at the time of determination more than 50% of
the voting power of the shares of its Capital Stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such
Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations
adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be.


 


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


 








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“United States,” except as otherwise
provided in or pursuant to this Indenture or any Security, means the United States of America (including the states thereof and the District
of Columbia), its territories and possessions and other areas subject to its jurisdiction.


 


“United States Alien,” except as otherwise
provided in or pursuant to this Indenture or any Security, means any Person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one
or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual
or a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S. Depository” or “Depository”
means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as U.S. Depository
or Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation,
a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security,
any successor to such Person. If at any time there is more than one such Person, “U.S. Depository” or “Depository”
shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities.


 


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


 


Section 1.2. Compliance Certificates and Opinions.


 


Except as otherwise expressly provided in this
Indenture, 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 Officer’s Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which
the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


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


 


(1) a statement that the 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 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
such individual, such condition or covenant has been complied with.


 








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Section 1.3. Form of Documents Delivered to Trustee.


 


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


 


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, provided that such officer, after reasonable
inquiry, has no reason to believe and does not believe that the Opinion of Counsel with respect to the matters upon which his certificate
or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company, provided that such counsel, after reasonable inquiry, has no reason to believe and does not
believe that the certificate or opinion or representations with respect 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 or any Security,
they may, but need not, be consolidated and form one instrument.


 


Section 1.4. Acts of Holders.


 


(1) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in
writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance
with the provisions of Article 15, 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 315 of the Trust Indenture Act) conclusive
in favor of the Trustee and the Company and any agent of the Trustee and 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 15.6.


 


Without limiting the generality of this Section
1.4, unless otherwise provided in or pursuant to this Indenture, a Holder, including a U.S. Depository that is a Holder of a global Security,
may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders, and a U.S. Depository that is a Holder
of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such U.S.
Depository’s standing instructions and customary practices.


 








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The Company shall fix a record date for the purpose
of determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S. Depository entitled under
the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other Act, whether or not such Holders
remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other Act shall be
valid or effective if made, given or taken more than 90 days after such record date.


 


(2) The fact and date of the execution by any Person
of any such instrument or writing referred to in this Section 1.4 may be proved in any reasonable manner; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section.


 


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


 


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


 


(5) If the Company shall solicit from the Holders
of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its
option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. 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 Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the
purpose 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 of Registered Securities
shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after
the record date.


 








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(6) Any request, demand, authorization, direction,
notice, consent, waiver or other Act by 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
or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation
of such Act is made upon such Security.


 


Section 1.5. Notices, Etc. to the Trustee and the Company.


 


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


 


(1) the Trustee by any Holder or 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, or


 


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


 


Section 1.6. Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, where this Indenture provides for notice to Holders of Securities of any event,


 


(1) such notice shall be sufficiently given to
Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security 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; and


 


(2) such notice shall be sufficiently given to
Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if such Securities are then
listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee
that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest
date and the second such publication not later than the latest 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
of a Registered Security 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 which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


In case 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 Bearers 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 failure to give notice by publication
to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice
mailed to Holders of Registered Securities as provided above.


 








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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 of Securities 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 1.7. Language of Notices.


 


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


 


Section 1.8. Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts
with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision
shall control.


 


Section 1.9. 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 1.10. 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 1.11. Separability Clause.


 


In case any provision in this Indenture, any Security
or any 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 1.12. Benefits of Indenture.


 


Nothing in this Indenture, any Security or any
Coupon, 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[, the holders of Senior Indebtedness] and the Holders of Securities or Coupons, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


 


Section 1.13. Governing Law.


 


This Indenture, the Securities and any Coupons
shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.


 








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Section 1.14. Legal Holidays.


 


Unless otherwise specified in or pursuant to this
Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of any Security, or the last date
on which a Holder has the right to convert or exchange Securities of a series that are convertible or exchangeable, shall be a Legal Holiday
at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a provision
in any Security or Coupon that specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place
of Payment on such date, and such Securities need not be converted or exchanged on such date but such payment may be made, and such Securities
may be converted or exchanged, on the next succeeding day that is a Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or at the Stated Maturity or Maturity or on such last day for conversion or exchange, and no interest
shall accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date, Stated Maturity,
Maturity or last day for conversion or exchange, as the case may be, to such next succeeding Business Day.


 


Section 1.15. Counterparts.


 


This Indenture may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument.


 


Section 1.16. Judgment Currency.


 


The Company agrees, to the fullest extent that
it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New
York the requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which a
final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause
(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected
by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City
of New York are authorized or obligated by law, regulation or executive order to be closed.


 


Section 1.17. No Security Interest Created.


 


Nothing in this Indenture or in any Security, express
or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter
enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries is or may be located.


 








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Section 1.18. Limitation on Individual Liability.


 


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


 


ARTICLE 2.


 





SECURITIES FORMS


 


Section 2.1. Forms Generally.


 


Each Registered Security, Bearer Security, Coupon
and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form attached as Exhibit A
and as set forth pursuant to this Article, or in such other form established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise
of warrants.


 


Definitive Securities and definitive 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 2.2. Form of Trustee’s Certificate of Authentication.


 


Subject to Section 6.12, the Trustee’s certificate
of authentication shall be in substantially the following form:


 


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


 


 


	 	Dated:	as Trustee


 


	 	By:	 
	 	 	Authorized Officer




 






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Section 2.3. Securities in Global Form.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall
be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount
of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced
to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount,
or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect thereto. Subject
to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver, in each case at the Company’s
expense, any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions
by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s
Certificate and need not be accompanied by an Opinion of Counsel.


 


Notwithstanding the provisions of Section 3.7,
unless otherwise specified in or pursuant to this Indenture or any Security, payment of principal of, any premium and interest on, and
any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified
therein.


 


Notwithstanding the provisions of Section 3.8 and
except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered
form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.


 


ARTICLE 3.


 


THE SECURITIES


 


Section 3.1. Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series.


 


With respect to any Securities to be authenticated
and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officer’s Certificate,
or established in one or more indentures supplemental hereto,


 


(1) the title of such Securities and the series
in which such Securities shall be included;


 


(2) any limit upon the aggregate principal amount
of the Securities of such title or the Securities of such series which 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 such
series pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of such series pursuant to Article
13, upon surrender in part of any Registered Security for conversion into other securities of the Company or exchange for securities of
another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);


 








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(3) if such Securities are to be issuable as Registered
Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are
to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities
and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;


 


(4) if any of such Securities are to be issuable
in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary
or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests
for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any
such exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository,
as the case may be, with respect to any such global Security;


 


(5) if any of such Securities are to be issuable
as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (if other than
the date of original issuance of the first of such Securities to be issued);


 


(6) if any of such Securities are to be issuable
as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an
Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid
to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the
terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization
will be credited to the Persons entitled to interest payable on such Interest Payment Date;


 


(7) the date or dates, or the method or methods,
if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;


 


(8) the rate or rates at which such Securities
shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if
any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest
Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered
Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall
be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving
such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;


 


(9) if in addition to or other than the Borough
of Manhattan, The City of New York, the place or places where the principal of, any premium and interest on or any Additional Amounts
with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration
of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company
in respect of such Securities and this Indenture may be served, the extent to which, or the manner in which, any interest payment or Additional
Amounts on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on
any global Security will be paid;


 








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(10) whether any of such Securities are to be redeemable
at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company;


 


(11) whether the Company is obligated to redeem
or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if
so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon
which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing
of such Securities so redeemed or purchased;


 


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


 


(13) whether the Securities of the series will
be convertible into other securities of the Company and/or exchangeable for securities of another issuer, and if so, the terms and conditions
upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture
to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;


 


(14) if other than the principal amount thereof,
the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 or the method by which such portion is to be determined;


 


(15) if other than Dollars, the Foreign Currency
in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall
be payable;


 


(16) if the principal of, any premium or interest
on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof
or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates
on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and
manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which
such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the
terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company
or a Holder thereof or otherwise, in a Foreign Currency;


 


(17) whether the amount of payments of principal
of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index,
formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies,
commodities, equity securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which
such amounts shall be determined and paid or payable;


 








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(18) any deletions from, modifications of or additions
to the Events of Default or covenants of the Company with respect to any of such Securities, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth herein;


 


(19) whether either or both of Section 4.2(2) relating
to defeasance or Section 4.2(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants
in addition to those specified in Section 4.2(3) relating to the Securities of such series which shall be subject to covenant defeasance,
and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;


 


(20) whether any of such Securities are to be issuable
upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;


 


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


 


(22) if there is more than one Trustee, the identity
of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to
such Securities;


 


(23) [any deletions from or modifications or additions
to the provisions of Article 16 in respect of any of such Securities;] and


 


(24) any other terms of such Securities and any
other deletions from or modifications or additions to this Indenture in respect of such Securities.


 


All Securities of any one series and all Coupons,
if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder,
denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which
interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The
terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the
Trustee on original issue from time to time upon written order of persons designated in the Officer’s Certificate or supplemental
indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s Certificate or supplemental
indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided, a series may be reopened
for issuances of additional Securities of such series or to establish additional terms of such series of Securities.


 


If any of the terms of the Securities of any series
shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or
prior to the delivery of the Officer’s Certificate setting forth the terms of such series.


 


[The Securities shall be subordinated in right
of payment to Senior Indebtedness as provided in Article 16.]


 








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Section 3.2. Currency; Denominations.


 


Unless otherwise provided in or pursuant to this
Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in
registered form without Coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this Indenture.


 


Section 3.3. Execution, Authentication, Delivery and Dating.


 


Securities shall be executed on behalf of the Company
by its Chairman of the Board, the President or any Vice President or the Treasurer or any Assistant Treasurer and attested by its Secretary
or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by its Chairman of the Board, the President or
any Vice President, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary of the Company. The signature
of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile.


 


Securities and any 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 and Coupons or did not hold such offices at the date of original issuance of such Securities or Coupons.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Company,
to the Trustee for authentication and, provided that the Board Resolution and Officer’s Certificate or supplemental indenture or
indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and
of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and
(subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon,


 


(1) an Opinion of Counsel to the effect that:


 


(a) the form or forms and terms of such
Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture;


 


(b) all
conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been
complied with and that such Securities and Coupons, when completed by appropriate insertions, executed and attested by duly
authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant
to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of
Counsel need express no opinion as to the availability of equitable remedies;


 








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(c) all laws and requirements in respect
of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and


 


(d) this Indenture has been qualified
under the Trust Indenture Act; and


 


(2) an Officer’s Certificate stating that,
to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication and delivery
of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after notice or lapse
of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing.


 


If all the Securities of any series are not to
be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance
of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance
of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company
or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original
issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with and that no Event of Default with respect to any of the Securities
has occurred or is continuing.


 


The Trustee shall not be required to authenticate
or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken.


 


Each Registered Security shall be dated the date
of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant
to this Indenture.


 


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 a certificate
of authentication substantially in the form provided for in Section 2.2 or 6.12 executed by or on behalf of the Trustee or by the Authenticating
Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or 3.7,
the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached
and cancelled.


 


Section 3.4. Temporary Securities.


 


Pending the preparation of definitive Securities,
the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner
provided in Section 3.3, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized in or pursuant to this Indenture, 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. 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 the provisions thereof, if temporary Securities are issued, the Company shall cause
definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and
containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable
for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge
to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured 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 authorized denominations of the same series and containing identical terms and provisions; provided, however, that no definitive
Bearer Security, except as provided in or pursuant to this Indenture, 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 or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect
to a temporary global Security, 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.


 


Section 3.5. Registration, Transfer and Exchange.


 


With respect to the Registered Securities of each
series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security
Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series.
Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant
to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall
have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal
or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed
by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at
all reasonable times. There shall be only one Security Register for each series of Securities.


 


Upon surrender for registration of transfer of
any Registered Security of any series at any Office or Agency for such 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 denominated
as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.


 


At the option of the Holder, Registered Securities
of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized
denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for
such series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.


 








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If provided in or pursuant to this Indenture, with
respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities
of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal
amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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, such exchange may be effected if the Bearer Securities are accompanied by payment
in funds acceptable to the Company and the Trustee 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 Bearer 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 10.2, interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series
in exchange for a Registered Security of such 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 next succeeding Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer
Security), and interest or Defaulted Interest, as the case may be, shall 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 shall be payable
only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.


 


If provided in or pursuant to this Indenture with
respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series.


 


Whenever any Securities are surrendered for exchange
as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository
is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within
90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the
effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to
the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities
as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository
or such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to
the Trustee and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in writing but need not
be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in
the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in
part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in
exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities
are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall
be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the
same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant
to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered
to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee
to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance
with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security
after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date
for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment
of interest or Defaulted Interest, as the case may be, interest shall 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 shall 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 global Security shall be 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 entitling the Holders thereof
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 for such Security)
be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
for such Security 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, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration
of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.


 


Except as otherwise provided in or pursuant to
this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning
at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the same series
under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any
Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect
to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided
that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the
provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms,
has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


 




Section 3.6. 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, subject to the provisions of this Section 3.6, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons,
if any, appertaining to the surrendered Security.


 


If there be delivered to the Company and 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 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 the Company’s
request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, 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 containing identical terms and of like principal amount and bearing a number not contemporaneously
outstanding, with Coupons appertaining thereto 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 foregoing provisions of this
Section 3.6, in case any 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, pay such Security or Coupon; provided, however, that payment of principal
of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided
in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be
payable only upon presentation and surrender of the Coupons appertaining thereto.


 


Upon the issuance of any new Security under this
Section 3.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security, with any Coupons appertaining
thereto issued pursuant to this Section 3.6 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 a separate obligation of the Company, whether or not the destroyed, lost
or stolen Security and Coupons appertaining thereto 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 such series
and any Coupons, if any, duly issued hereunder.


 








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The provisions of this Section 3.6, as amended
or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall be 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 3.7. Payment of Interest and Certain Additional
Amounts; Rights to Interest and Certain Additional Amounts Preserved.


 


Unless otherwise provided in or pursuant to this
Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, and are punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered as of the close of business on the Regular Record Date for such interest.


 


Unless otherwise provided in or pursuant to this
Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the 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, as provided in clause (1) or (2) below:


 


(1) The Company may elect to make payment of any
Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed by the Company in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Registered Security,
the Special Record Date therefor and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held
in trust for the benefit of the Person entitled to such Defaulted Interest as provided in this clause (1). The Special Record Date for
the payment of such Defaulted Interest 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 notification to the Trustee of the proposed payment. The Trustee shall, in the name and at the expense
of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of
the Company, cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of
Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of 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 Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


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


 








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Unless otherwise provided in or pursuant to this
Indenture or the Securities of any particular series pursuant to the provisions of this Indenture, at the option of the Company, interest
on Registered Securities that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address
shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States.


 


Subject to the foregoing provisions of this Section
and Section 3.5, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


In the case of any Registered Security of any series
that is convertible into other securities of the Company or exchangeable for securities of another issuer, which Registered Security is
converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Registered
Security with respect to which the Stated Maturity is prior to such Interest Payment Date), interest with respect to which the 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 Registered Security
(or one or more predecessor Registered 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 Registered Security which is converted or exchanged, interest
with respect to which the Stated Maturity is after the date of conversion or exchange of such Registered Security shall not be payable.


 


Section 3.8. 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 in the Security Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, any premium and (subject to Sections 3.5 and 3.7) interest on and any Additional Amounts with respect to such
Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be
overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with
respect to such Security or Coupon shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall
be affected by notice to the contrary.


 


No Holder of any beneficial interest in any global
Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such global Security, and such
Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such global Security
for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 








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Section 3.9. Cancellation.


 


All Securities and Coupons surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered
directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled
Securities and Coupons held by the Trustee shall be destroyed by the Trustee, unless by a Company Order the Company directs their return
to it.


 


Section 3.10. Computation of Interest.


 


Except as otherwise provided in or pursuant to
this Indenture or in any Security, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE 4.


 


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 4.1. Satisfaction and Discharge.


 


Upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect[, and the provisions of Article 16 shall cease to be effective,] with respect
to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company
Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when


 


(1) either


 


(a) all Securities of such series theretofore
authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series
surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has
been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and
maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, 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 10.3) 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 deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such
Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities and any Coupons appertaining
thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional
Amounts with respect to such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or to the Maturity thereof, as the case may be;


 








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(2) the Company has paid or caused to be paid all
other sums payable hereunder by the Company with respect to the Outstanding Securities of such series and any Coupons appertaining thereto;
and


 


(3) the Company has delivered to the Trustee an
Officer’s 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.


 


In the event there are Securities of two or more
series 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 such series as to which it is Trustee and if the other conditions thereto are met.


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7 and, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and
the Trustee with respect to the Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section
4.1(1)(b)), and with respect to any rights to convert or exchange such Securities into securities of the Company or another issuer shall
survive.


 


Section 4.2. Defeasance and Covenant Defeasance.


 


(1) Unless pursuant to Section 3.1, either or both
of (i) defeasance of the Securities of or within a series under clause (2) of this Section 4.2 shall not be applicable with respect to
the Securities of such series or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 4.2
shall not be applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this
Section 4.2 (with such modifications thereto as may be specified pursuant to Section 3.1 with respect to any Securities), shall be applicable
to such Securities and any Coupons appertaining thereto, and the Company may at its option by Board Resolution, at any time, with respect
to such Securities and any Coupons appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below in this Section 4.2.


 


(2) Upon the Company’s exercise of the above
option applicable to this Section 4.2(2) with respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations[, and the provisions of Article 16 shall cease to be effective,] with respect to such Outstanding Securities
and any Coupons appertaining thereto on the date the conditions set forth in clause (4) of this Section 4.2 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 clause (5) of this Section 4.2 and the other Sections of this Indenture referred to in clauses (i) and (ii) 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 which shall survive until otherwise terminated or discharged hereunder:
(i) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely from the trust fund described
in clause (4) of this Section 4.2 and as more fully set forth in such clause, payments in respect of the principal of (and premium, if
any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities and any Coupons appertaining thereto when
such payments are due, and any rights of such Holder to convert such Securities into other securities of the Company or exchange such
Securities for securities of another issuer, (ii) the obligations of the Company and the Trustee with respect to such Securities under
Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by
Section 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.2(4)(a) below), and with respect to any rights to convert such Securities into
other securities of the Company or exchange such Securities for securities of another issuer, (iii) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (iv) this Section 4.2. The Company may exercise its option under this Section 4.2(2) notwithstanding
the prior exercise of its option under clause (3) of this Section 4.2 with respect to such Securities and any Coupons appertaining thereto.


 








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(3) Upon the Company’s exercise of the option
to have this Section 4.2(3) apply with respect to any Securities of or within a series, the Company shall be released from its obligations
under, to the extent specified pursuant to Section 3.1(19), any covenant applicable to such Securities[, and the provisions of Article
16 shall cease to be effective as it relates to the aforementioned obligations and covenants,] with respect to such Outstanding Securities
and any Coupons appertaining thereto, on and after the date the conditions set forth in clause (4) of this Section 4.2 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 any such obligation or 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, [or Article,] whether directly or indirectly, by reason of any reference elsewhere herein to any such Section
or such other covenant[, or Article,] or by reason of reference in any such Section or such other covenant[, or Article,] 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
5.1(4) or 5.1(7) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities
and Coupons appertaining thereto shall be unaffected thereby.


 


(4) The following shall be the conditions to application
of clause (2) or (3) of this Section 4.2 to any Outstanding Securities of or within a series and any Coupons appertaining thereto:


 


(a) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.8 who shall agree to
comply with the provisions of this Section 4.2 applicable to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining
thereto, (1) an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons appertaining thereto are then specified
as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities and Coupons appertaining thereto (determined
on the basis of the Currency in which such Securities and Coupons appertaining thereto are then specified as payable at Stated Maturity)
which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any
Coupons appertaining thereto, money in an amount, or (3) a combination thereof, in any case, 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 which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities
and any Coupons appertaining thereto at the Stated Maturity of such principal or installment of principal or premium or interest and (z)
any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Coupons appertaining thereto
on the days on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons
appertaining thereto.


 








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


 


(c) No Event of Default or event which
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 and, with respect to defeasance only, at any time during the period
ending on the 123rd 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
clause (2) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue 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.


 


(e) In the case of an election under
clause (3) of this Section 4.2, 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 Opinion of Counsel to the effect that, after the 123rd day after the date of deposit, all money and Government Obligations
(or other property as may be provided pursuant to Section 3.1) (including the proceeds thereof) deposited or caused to be deposited with
the Trustee (or other qualifying trustee) pursuant to this clause (4) to be held in trust will not be subject to any case or proceeding
(whether voluntary or involuntary) in respect of the Company under any Federal or State bankruptcy, insolvency, reorganization or other
similar law, or any decree or order for relief in respect of the Company issued in connection therewith.


 








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(g) [At the time of the deposit, (i)
no default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness shall have occurred and be continuing,
(ii) no event of default with respect to any Senior Indebtedness shall have resulted in such Senior Indebtedness becoming, and continuing
to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Indebtedness
has been made or duly provided for), and (iii) no other event of default with respect to any Senior Indebtedness shall have occurred and
be continuing permitting (after notice or lapse of time or both) the holders of such Senior Indebtedness (or a trustee on behalf of such
holders) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable.]


 


(h) The Company shall have delivered
to the Trustee an Officer’s Certificate and the Company shall have delivered to the Trustee an Opinion of Counsel, each stating
that all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of this Section 4.2 (as the case may be)
have been complied with.


 


(i) Notwithstanding any other provisions
of this Section 4.2(4), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.1.


 


(5) Unless otherwise specified in or pursuant to
this Indenture or any Security, if, after a deposit referred to in Section 4.2(4)(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 3.1 or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section 4.2(4)(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness represented
by such Security and any Coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through
the payment of the principal of (and premium, if any), and interest, if any, on, and Additional Amounts, if any, with respect to, such
Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable
as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to clause (a) above, the applicable
market exchange rate for such Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion
Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and indemnify the Trustee
(or other qualifying trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the “Trustee”) against any
tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 4.2 or the principal
or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
such Outstanding Securities and any Coupons appertaining thereto.


 


Anything in this Section 4.2 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 clause (4) of this Section 4.2 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.


 








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Section 4.3. Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any series and any Coupons
appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any Coupons appertaining thereto of all sums
due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any; but such money
and Government Obligations need not be segregated from other funds except to the extent required by law. [Money and Government Obligations
so held in trust shall not be subject to the provisions of Article 16 except to the extent set forth in Section 16.1.]


 


Section 4.4. Reinstatement.


 


If the Trustee or any 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 4.2(2) or 4.2(3) 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 4.3 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 Securities 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.


 


ARTICLE 5.


 


REMEDIES


 


Section 5.1. Events of Default.


 


“Event of Default,” wherever used herein
with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether
it shall be [occasioned by the provisions of Article 16 or 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), unless such
event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officer’s Certificate
establishing the terms of such Series pursuant to this Indenture:


 


(1) default in the payment of any interest on any
Security of such series, or any Additional Amounts payable with respect thereto, when such interest becomes or such Additional Amounts
become due and payable, and continuance of such default for a period of 30 days; or


 








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(2) default in the payment of the principal of
or any premium on any Security of such series, or any Additional Amounts payable with respect thereto, when such principal or premium
becomes or such Additional Amounts become due and payable at their Maturity; or


 


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


 


(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture or the Securities (other than a covenant or warranty a default in the performance
or the breach of which is elsewhere in this Section specifically dealt with or which has been expressly included in this Indenture solely
for the benefit of a series of Securities other than such series), 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 such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(5) the entry by a court having competent jurisdiction
of:


 


(a) a decree or order for relief in
respect of the Company in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law and
such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(b) a decree or order adjudging the
Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company and such
decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(c) a final and non-appealable order
appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company of any substantial part of the
property of the Company or ordering the winding up or liquidation of the affairs of the Company; or


 


(6) the commencement by the Company of a voluntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be
adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it,
or the filing by the Company of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of the
Company or relief under any applicable law, or the consent by the Company to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or any substantial part of the property
of the Company or the making by the Company of an assignment for the benefit of creditors, or the taking of corporate action by the Company
in furtherance of any such action; or


 


(7) any other Event of Default provided in or pursuant
to this Indenture with respect to Securities of such series.


 


Section 5.2. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any series at the time Outstanding (other than an Event of Default specified in clause (5) or (6) of Section 5.1) occurs and is continuing,
then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the
principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, to be due
and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration
such principal or such lesser amount shall become immediately due and payable.


 








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If an Event of Default specified in clause (5)
or (6) of Section 5.1 occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or such lesser
amount as may be provided for in the Securities of such series) shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of any Security of that series.


 


At any time after a declaration of acceleration
with respect to the 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 not less than a majority in principal amount of the Outstanding
Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if


 


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


 


(a) all overdue installments of any
interest on and Additional Amounts with respect to all Securities of such series and any Coupon appertaining thereto,


 


(b) the principal of and any premium
on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest thereon and any
Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities,


 


(c) to the extent that payment of such
interest or Additional Amounts is lawful, interest upon overdue installments of any interest and 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 all
other amounts due the Trustee under Section 6.7; and


 


(2) all Events of Default with respect to Securities
of such series, other than the non-payment of the principal of, any premium and interest on, and any Additional Amounts with respect to
Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided
in Section 5.13.


 


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


 


Section 5.3. Collection of Indebtedness and Suits for Enforcement
by Trustee.


 


The Company covenants that if


 


(1) default is made in the payment of any installment
of interest on or any Additional Amounts with respect to any Security or any Coupon appertaining thereto when such interest or Additional
Amounts shall have become 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 any premium on any Security or any Additional Amounts with respect thereto at their Maturity, the Company shall, upon demand of
the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons appertaining thereto, the whole amount
of money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest and
Additional Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of
money 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 and all other amounts due to the Trustee under Section 6.7.


 






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If the Company fails to pay the money it is required
to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money 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 and
any Coupons appertaining thereto and collect the monies 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 and any Coupons appertaining thereto, 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 Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy.


 


Section 5.4. 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 of any series or the property of the Company or such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal, premium, interest
or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(1) to file and prove a claim for the whole amount,
or such lesser amount as may be provided for in the Securities of any applicable series, of the principal and any premium, interest and
Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of Securities or any Coupons appertaining
thereto allowed in such judicial proceeding, and


 


(2) to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities or any 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
of Securities or any Coupons, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.7.


 






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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 any 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 any Coupon in any such proceeding.


 


Section 5.5. 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 or judgment, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder
of the Securities or Coupons in respect of which such judgment has been recovered.


 


Section 5.6. Application of Money Collected.


 


[Subject to Article 16, any/Any] money collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal, or any premium, interest or 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 6.7;


 


SECOND: To the payment of the amounts then due
and unpaid upon the Securities and any Coupons for principal and any premium, interest and Additional Amounts 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 any premium, interest and Additional Amounts, respectively;


 


THIRD: The balance, if any, to the Person or Persons
entitled thereto.


 


Section 5.7. Limitations on Suits.


 


No Holder of any Security of any series or any
Coupons appertaining thereto 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 such series;


 


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


 


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


 






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(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 such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders
or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other 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 5.8. Unconditional Right of Holders to Receive Principal
and Any Premium, Interest and Additional Amounts.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security or Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of,
any premium and (subject to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect to, such Security or payment of
such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in such Security or Coupon (or, in
the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to
this Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.


 


Section 5.9. Restoration of Rights and Remedies.


 


If the Trustee or any Holder of a Security or a
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 each such Holder 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 each such Holder shall continue as though no such
proceeding had been instituted.


 


Section 5.10. 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 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended to be exclusive
of any other right or remedy, and every right and remedy, to the extent permitted by law, shall 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, to the extent permitted by law, prevent the concurrent assertion or employment of
any other appropriate right or remedy.


 


Section 5.11. Delay or Omission Not Waiver.


 


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


 






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Section 5.12. Control by Holders of Securities.


 


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


 


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


 


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


 


(3) such direction is not unduly prejudicial to
the rights of the other Holders of Securities of such series not joining in such action.


 


Section 5.13. Waiver of Past Defaults.


 


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


 


(1) in the payment of the principal of, any premium
or interest on, or any Additional Amounts with respect to, any Security of such series or any Coupons appertaining thereto, or


 


(2) in respect of a covenant or provision hereof
which under Article 9 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 impair any right consequent thereon.


 


Section 5.14. Waiver of Usury, Stay or Extension Laws.


 


The Company covenants that (to the extent that
it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company expressly waives (to the extent that it may lawfully do so) 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 5.15. 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 any 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 5.15 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 Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on or Additional Amounts, if
any, 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, and, in the case of repayment, on or after the date for repayment) or for the enforcement of the right,
if any, to convert or exchange any Security into other securities in accordance with its terms.


 






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ARTICLE 6.


 


THE TRUSTEE


 


Section 6.1. Certain Duties and Responsibilities.


 


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


 


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


 


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


 


(b) In case an Event of Default actually known
to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.


 


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


 


(1) this paragraph (c) shall not be
construed to limit the effect of paragraph (a) of this Section 6.1;


 


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


 


(3) the Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.


 


Section 6.2. Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


(1) 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 reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties;


 






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(2) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or a Company Order (in each case, other than delivery of any Security, together
with any Coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(3) 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 shall be herein specifically prescribed) may, in the absence of bad faith on its part, request and
rely upon an Officer’s Certificate;


 


(4) the Trustee may consult with counsel and the
written 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;


 


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


 


(6) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may, but shall not
be obligated to 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, during business hours and upon reasonable notice, the
books, records and premises of the Company, personally or by agent or attorney;


 


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


 


(8) the Authenticating Agent, Paying Agent, and
Security Registrar shall have the same protections as the Trustee set forth hereunder;


 


(9) 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;


 


(10) 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 Article 6;


 






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(11) the Trustee shall not be liable for any action
taken or omitted to be taken by it in good faith that is believed to be authorized or within the discretion or rights or powers conferred
upon it by this Indenture, unless the Trustee’s conduct constitutes negligence;


 


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


 


(13) the Trustee shall not be deemed to have notice
or actual knowledge of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any Event of Default is received by the Trustee pursuant to Section 1.5 hereof. Except as otherwise expressly provided herein,
the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants
or agreements herein or in any series of Securities.


 


Section 6.3. 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 by mail to all Holders of Securities of such series
entitled to receive reports pursuant to Section 7.3(3), 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, if any), or interest, if any, on, or Additional Amounts or any sinking fund or purchase fund installment
with respect to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of Securities and Coupons of such series. For the purpose of
this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.


 


Section 6.4. 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 the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set
forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the
Securities or the proceeds thereof.


 


Section 6.5. May Hold Securities.


 


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


 






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Section 6.6. Money Held in Trust.


 


Except as provided in Section 4.3 and Section 10.3,
money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and shall be
held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed
to in writing with the Company.


 


Section 6.7. Compensation and Reimbursement.


 


The Company agrees:


 


(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by the Trustee 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) except as otherwise expressly provided herein,
to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance
with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder
(including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to the Trustee’s negligence or bad faith; and


 


(3) to indemnify the Trustee and its agents, officers,
directors and employees for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith
on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs
and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers
or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee’s 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 of any series upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the payment of principal of, and premium or interest on or any Additional
Amounts with respect to Securities or any Coupons appertaining thereto.


 


To the extent permitted by law, any compensation
or expense incurred by the Trustee after a default specified in or pursuant to Section 5.1 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.7 shall include any predecessor
Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 6.7.


 


The provisions of this Section 6.7 shall survive
the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force
and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.


 


Section 6.8. Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
that is a Corporation organized and doing business under the laws of the United States of America, any state thereof or the District of
Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination by Federal or state authority. 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.


 






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Section 6.9. Resignation and Removal; Appointment of Successor.


 


(1) 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 pursuant to Section 6.10.


 


(2) The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.10 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 with respect to such
series.


 


(3) 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 the Company.


 


(4) If at any time:


 


(a) the Trustee shall fail to comply
with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written
request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series
for at least six months, or


 


(b) the Trustee shall cease to be eligible
under Section 6.8 and shall fail to resign after written request therefor by the Company or any such Holder, or


 


(c) 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 with respect to all Securities or
the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, 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 removal of the Trustee with respect to all Securities of such series and the appointment of
a successor Trustee or Trustees.


 


(5) 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 such series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.10. If, within one year after such resignation, removal or incapacity,
or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements
of Section 6.10, 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 required by Section 6.10, 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 the Securities of such series.


 






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(6) 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 by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside
the United States. 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.


 


(7) In no event shall any retiring Trustee be liable
for the acts or omissions of any successor Trustee hereunder.


 


Section 6.10. Acceptance of Appointment by Successor.


 


(1) Upon the appointment hereunder of any successor
Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and
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 hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee,
upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, subject to Section 10.3, 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 6.7.


 


(2) Upon the appointment hereunder of any successor
Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such 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, 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 that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, 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,
such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties
and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates other than as hereinafter expressly set forth, 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 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 such successor Trustee,
such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates and subject to Section 10.3 shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the 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, subject to its claim, if any, provided for in Section
6.7.


 






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(3) Upon request of any Person appointed hereunder
as a 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 (1) or (2) of this Section, as the case may be.


 


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


 


Section 6.11. 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 by sale or otherwise to all or substantially all of the corporate trust business
of the Trustee shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 6.12. Appointment of Authenticating Agent.


 


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption
or partial repayment or pursuant to Section 3.6, 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. 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 must be acceptable to
the Company and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the
Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2)
of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.


 






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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 by sale or otherwise to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder,
provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect
to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of
the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where
such successor Authenticating Agent has its principal office if such office is located outside the United States. 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. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The Company agrees to pay each Authenticating Agent
from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled
to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


The provisions of Sections 3.8, 6.4 and 6.5 shall
be applicable to each Authenticating Agent.


 


If an Authenticating Agent is appointed with respect
to one or more series of Securities 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 in substantially the following
form:


 


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


 


	 	 	 
	Dated:	 	as Trustee
	 	 	 
	 	By:	 
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer



 






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If all of the Securities
of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained
in an Officer’s Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such series of Securities.


 


ARTICLE 7.


 


HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.


 


In accordance with Section 312(a) of the Trust
Indenture Act, the Company shall furnish or cause to be furnished to the Trustee


 


(1) semi-annually with respect to Securities of
each series not later than May 1 and November 1 of the year or upon such other dates as are set forth in or pursuant to the Board Resolution
or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of
the names and addresses of Holders as of the applicable date, and


 


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


 


Section 7.2. Preservation of Information; Communications to Holders.


 


The Trustee shall comply with the obligations imposed
upon it pursuant to Section 312 of the Trust Indenture Act.


 


Every Holder of Securities or Coupons, by receiving
and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of
Securities in accordance with Section 312(c) of the Trust Indenture Act, 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 Section 312(b) of
the Trust Indenture Act.


 


Section 7.3. Reports by Trustee.


 


(1) Within 60 days after September 15 of each year
commencing with the first September 15 following the first issuance of Securities pursuant to Section 3.1, if required by Section 313(a)
of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as
of such September 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the
immediately preceding September 15 and the date of this Indenture.


 


(2) The Trustee shall transmit the reports required
by Section 313(a) and (b) of the Trust Indenture Act at the times specified therein.


 






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(3) Reports pursuant to this Section shall be transmitted
in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.


 


Section 7.4. Reports by Company.


 


The Company, pursuant to Section 314(a) of the
Trust Indenture Act, shall:


 


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


 


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


 


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


 


ARTICLE 8.


 


CONSOLIDATION, MERGER AND SALES


 


Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or merge
into any other Person (whether or not affiliated with the Company), or convey, transfer or lease its properties and assets as an entirety
or substantially as an entirety to any other Person (whether or not affiliated with the Company), and the Company shall not permit any
other Person (whether or not affiliated with the Company) to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the Company; unless:


 


(1) in case the Company shall consolidate with
or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to
any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company as an entirety or substantially as an entirety shall be a Corporation
organized and existing under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor
Person and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts
with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part
of the Company to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the
Securities of any series that are convertible or exchangeable into Common Stock or other securities;


 






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


 


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


 


Section 8.2. Successor Person Substituted for Company.


 


Upon any consolidation by the Company with or merger
of the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as
an entirety to any Person in accordance with Section 8.1, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein;
and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this
Indenture, the Securities and the Coupons.


 


ARTICLE 9.


 


SUPPLEMENTAL INDENTURES


 


Section 9.1. Supplemental Indentures Without Consent of Holders.


 


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


 


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


 


(2) to add to the covenants of the Company for
the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or
to surrender any right or power herein conferred upon the Company; or


 


(3) 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, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued
in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations
or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or


 






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(4) to establish the form or terms of Securities
of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or


 


(5) to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee, pursuant to the requirements of Section 6.10; or


 


(6) to cure any ambiguity or to correct or supplement
any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any
series then Outstanding or any Coupons appertaining thereto in any material respect; or


 


(7) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein
set forth; or


 


(8) to add any additional Events of Default with
respect to all or any series of Securities (as shall be specified in such supplemental indenture); or


 


(9) 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 Article 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such
series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or


 


(10) to secure the Securities; or


 


(11) to make provisions with respect to conversion
or exchange rights of Holders of Securities of any series; or


 


(12) to amend or supplement any provision contained
herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests
of the Holders of any Securities then Outstanding.


 


Section 9.2. Supplemental Indentures With Consent of Holders.


 


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


 


(1) change the Stated Maturity of the principal
of, or any premium or installment of interest on or any Additional Amounts with respect to, any Security, or reduce the principal amount
thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any
premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to
the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 5.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect
the right of repayment at the option of any Holder as contemplated by Article 13, or change the Place of Payment, Currency in which the
principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date or, in the case of repayment at the option of the Holder, on or after the date for repayment), [or modify the provisions of this
Indenture with respect to the subordination of the Securities in a material manner adverse to the Holders,] or


 






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(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 (of compliance with certain provisions of this Indenture or certain defaults hereunder and
their consequences) provided for in this Indenture, or reduce the requirements of Section 15.4 for quorum or voting, or


 


(3) modify any of the provisions of this Section,
Section 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or


 


(4) make any change that adversely affects the
right to convert or exchange any Security into or for securities of the Company or other securities (whether or not issued by the Company),
cash or property in accordance with its terms.


 


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


 


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


 


Section 9.3. Execution of Supplemental Indentures.


 


As a condition to executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and
an Officer’s Certificate stating that all conditions precedent to the execution of such supplemental indenture have been fulfilled.
The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Section 9.4. 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 a Security theretofore or thereafter authenticated and delivered hereunder and of any
Coupon appertaining thereto shall be bound thereby.


 






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Section 9.5. 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.


 


Section 9.6. 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 9.7. Notice of Supplemental Indenture.


 


Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall transmit to the Holders of Outstanding Securities
of any series affected thereby a notice setting forth the substance of such supplemental indenture.


 


ARTICLE 10.


 


COVENANTS


 


Section 10.1. Payment of Principal, Any Premium, Interest and Additional
Amounts.


 


The Company covenants and agrees for the benefit
of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities of such series in accordance with the terms thereof, any Coupons appertaining thereto
and this Indenture. Any interest due on any Bearer Security on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto for such interest
as they severally mature.


 


Section 10.2. Maintenance of Office or Agency.


 


The Company shall maintain in each Place of Payment
for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided
below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities
of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such
series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall
maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located
outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment;
provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland
or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require,
the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case
may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such
required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided
in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 






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Except as otherwise provided in or pursuant to
this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any
Office or Agency 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, if amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate
Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but
only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States
maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls
or other similar restrictions.


 


The Company may also from time to time designate
one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes.
The Company shall 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 provided in or pursuant to this Indenture, the Company hereby designates as the Place
of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office
of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company
may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series.


 


Unless otherwise specified with respect to any
Securities pursuant to Section 3.1, 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 this Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at least one exchange rate agent.


 


Section 10.3. Money for Securities Payments to be Held in Trust.


 


If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, any premium or interest
on or Additional Amounts with respect to any of the Securities of such 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 3.1 for the Securities of such series) sufficient to pay
the principal or any premium, interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act.


 






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Whenever the Company shall have one or more Paying
Agents for any series of Securities, it shall, on or prior to each due date of the principal of, any premium or interest on or any Additional
Amounts with respect to any Securities of such series, deposit with any 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 or any premium, interest
or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, 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 shall cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:


 


(1) hold all sums held by it for the payment of
the principal of, any premium or interest on or any Additional Amounts with respect to Securities of such series in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this
Indenture;


 


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


 


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


 


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


 


Except as otherwise provided herein or pursuant
hereto, 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, any premium or interest on or any Additional Amounts with respect to any Security of any series or any Coupon appertaining thereto
and remaining unclaimed for two years after such principal or any such premium or interest or any such Additional Amounts shall have become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of
Payment for such series or to be mailed to Holders of Registered Securities of such series, or both, 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 or mailing nor shall
it be later than two years after such principal and any premium or interest or Additional Amounts shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the Company.


 






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Section 10.4. Additional Amounts.


 


If any Securities of a series provide for the payment
of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts
as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium or interest on, or in respect of, any Security of any series or any 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 hereby or pursuant hereto 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 provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is
not made.


 


Except as otherwise provided in or pursuant to
this Indenture or the Securities of the applicable series, 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 such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s
Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or
interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities
of such series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate
furnished pursuant to this Section 10.4.


 


Section 10.5. [Reserved.]


 


Section 10.6. [Reserved.]


 


Section 10.7. Corporate Existence.


 


Subject to Article 8, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each of its Restricted
Subsidiaries and their respective rights (charter and statutory) and franchises; provided, however, that the foregoing shall not obligate
the Company or any of its Restricted Subsidiaries to preserve any such right or franchise if the Company or any such Restricted Subsidiary
shall determine that the preservation thereof is no longer desirable in the conduct of its business or the business of such Restricted
Subsidiary and that the loss thereof is not disadvantageous in any material respect to any Holder.


 






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Section 10.8. Waiver of Certain Covenants.


 


The Company may omit in any particular instance
to comply with any term, provision or condition set forth in Section 10.7 with respect to the Securities of any series if before the time
for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series, by Act of such
Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


Section 10.9. Company Statement as to Compliance; Notice of Certain
Defaults.


 


(1) The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officer’s Certificate)
signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating
that


 


(a) a review of the activities of the Company during
such year and of its performance under this Indenture has been made under his or her supervision, and


 


(b) to the best of his or her knowledge, based
on such review, (a) the Company has complied with all the conditions and covenants imposed on it under this Indenture throughout such
year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him
or her and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or
both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and
the nature and status thereof.


 


(2) The Company shall deliver to the Trustee, within
five days after the occurrence thereof, written notice of any Event of Default or any event which after notice or lapse of time or both
would become an Event of Default pursuant to clause (4) of Section 5.1.


 


(3) The Trustee shall have no duty to monitor the
Company’s compliance with the covenants contained in this Article 10 other than as specifically set forth in this Section 10.9.


 


ARTICLE 11.


 


REDEMPTION OF SECURITIES


 


Section 11.1. Applicability of Article.


 


Redemption of Securities of any series at the option
of the Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities
and (except as otherwise provided herein or pursuant hereto) this Article.


 


Section 11.2. Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of (a) less than all
of the Securities of any series or (b) all of the Securities of any series, with the same issue date, interest rate or formula, Stated
Maturity and other terms, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
to be redeemed.


 






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Section 11.3. Selection by Trustee of Securities to be Redeemed.


 


Unless otherwise specified as contemplated by Section
3.1, if less than all of the Securities of any series with the same issue date, interest rate or formula, Stated Maturity and other 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 not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities
of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Registered Security
of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto.


 


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 Securities redeemed
or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed.


 


Unless otherwise specified in or pursuant to this
Indenture or the Securities of any series, if any Security selected for partial redemption is converted into other securities of the Company
or exchanged for securities of another issuer in part before termination of the conversion or exchange right with respect to the portion
of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which 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.


 


Section 11.4. Notice of Redemption.


 


Notice of redemption shall be given in the manner
provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in
the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided
to the Holder of any Registered Securities 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 Securities or portion thereof.


 


Any notice that is mailed to the Holder of any
Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice.


 


All notices of redemption shall state:


 


(1) the Redemption Date,


 


(2) the Redemption Price,


 






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(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, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without 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 shall become due and payable upon each such Security or 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 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 any accrued interest and Additional Amounts pertaining thereto,


 


(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 and any Paying Agent is furnished,


 


(9) if Bearer Securities of any series are to be
redeemed and no Registered Securities of such series are to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the Redemption Date pursuant to Section 3.5 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made,


 


(10) in the case of Securities of any series that
are convertible into Common Stock of the Company or exchangeable for other securities, the conversion or exchange price or rate, the date
or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence or terminate
and the place or places where such Securities may be surrendered for conversion or exchange, and


 


(11) the CUSIP number or the Euroclear or the Cedel
reference numbers of such Securities, if any (or any other numbers used by a Depository to identify such Securities).


 


A notice of redemption published as contemplated
by Section 1.6 need not identify particular Registered Securities to be redeemed.


 


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


 


Section 11.5. Deposit of Redemption Price.


 


On or prior to any Redemption Date, the Company
shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 11.4, 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 10.3) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 3.1 or in the Securities of such series) any accrued interest on and Additional
Amounts with respect thereto, all such Securities or portions thereof which are to be redeemed on that date.


 






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Section 11.6. 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, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest 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 any accrued interest and Additional Amounts to the Redemption Date; provided, however, that, except as otherwise
provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest
(at an Office or Agency located outside the United States except as otherwise provided in Section 10.2), and provided, further, that,
except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, 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 Regular Record Dates therefor according to their
terms and the provisions of Section 3.7.


 


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 any interest or Additional Amounts represented by Coupons shall be payable only upon presentation
and surrender of those Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided
in Section 10.2.


 


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


 


Section 11.7. Securities Redeemed in Part.


 


Any Registered Security which is to be redeemed
only in part shall be surrendered at any Office or Agency for such Security (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 Registered Security or Securities of the same series, containing identical terms and provisions,
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. If a Security in global form is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the U.S. Depository or other Depository for such Security in global form as shall be specified in the
Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Security in global form so surrendered.


 






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ARTICLE 12.


 


SINKING FUNDS


 


Section 12.1. 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 permitted or required in or pursuant to this Indenture
or any Security of such series issued pursuant to this Indenture.


 


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 Securities of such series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 12.2. 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 and this Indenture.


 


Section 12.2. Satisfaction of Sinking Fund Payments With Securities.


 


The Company may, in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1)
deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities
in respect of which cash shall have been released to the Company), 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 which have been redeemed either at the election
of the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If, as a result of the delivery
or credit of Securities of any series in lieu of cash payments pursuant to this Section 12.2, the principal amount of Securities of such
series to be redeemed in order to satisfy the remaining sinking fund payment shall be less than $100,000, the Trustee need not call Securities
of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company
from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal amount equal to the cash
payment requested to be released to the Company.


 


Section 12.3. Redemption of Securities for Sinking Fund.


 


Not less than 75 days prior to each sinking fund
payment date for any series of Securities, the Company shall deliver to the Trustee an Officer’s 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 and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities
of that series pursuant to Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officer’s
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 60 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 11.3 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 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE 13.


 


REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.1. Applicability of Article.


 


Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such
series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 3.9, shall not operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that
such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 13.1, in connection with any repayment
of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment
date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation of the Company
to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.


 






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ARTICLE 14.


 


SECURITIES IN FOREIGN CURRENCIES


 


Section 14.1. Applicability of Article.


 


Whenever this Indenture provides for (i) any action
by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of
Security of any particular series or pursuant to this Indenture or the Securities, any amount in respect of any Security denominated in
a Currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for
such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any)
for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably
proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee.


 


ARTICLE 15.


 


MEETINGS OF HOLDERS OF SECURITIES


 


Section 15.1. 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 Act provided by this Indenture to be made, given or taken by Holders of Securities of such series.


 


Section 15.2. Call, Notice and Place of Meetings.


 


(1) The Trustee may at any time call a meeting
of Holders of Securities of any series for any purpose specified in Section 15.1, to be held at such time and at such place in the Borough
of Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in part as Bearer Securities, in London
or in such place outside the United States 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 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting.


 


(2) In case at any time the Company (by or 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 15.1, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or
made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever shall be required pursuant
to Section 1.6) 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 Borough of Manhattan,
The City of New York, or, if Securities of such series are to be issued as Bearer Securities, in London for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in clause (1) of this Section.


 


Section 15.3. 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.


 


Section 15.4. Quorum; Action.


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for any meeting of Holders of Securities of such series. 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 reconvened
meeting, such reconvened 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 reconvened meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 15.2(1), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall constitute a quorum.


 






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Except as limited by the proviso to Section 9.2,
any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only
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 9.2, any resolution with respect to any request, demand, authorization, direction, notice,
consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of such 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 Coupons appertaining thereto, whether or not such Holders were present or represented at the meeting.


 


Section 15.5. Determination of Voting Rights; Conduct and Adjournment
of Meetings.


 


(1) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such
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 1.4 and the appointment of any proxy shall
be proved in the manner specified in Section 1.4 or by having the signature of the person executing the proxy witnessed or guaranteed
by any trust company, bank or banker authorized by Section 1.4 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
1.4 or other proof.


 


(2) 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 15.2(2), in which case the Company or the Holders of Securities of 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.


 


(3) 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 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.


 






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(4) Any meeting of Holders of Securities of any
series duly called pursuant to Section 15.2 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 15.6. 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 triplicate of all votes cast at the meeting. A record, at least in triplicate, 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 facts
setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.2 and, if applicable,
Section 15.4. 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.


 


ARTICLE 16.


 


SUBORDINATION OF SECURITIES


 


Section 16.1. Securities Subordinate to Senior Indebtedness.


 


The Company covenants and agrees, and each Holder
of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in
this Article, the Indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest on
each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.


 


Notwithstanding the foregoing, if a deposit referred
to in Section 4.2(4)(a) is made pursuant to Section 4.2(2) or Section 4.2(3) with respect to any Securities (and provided all other conditions
set out in Section 4.2(4) shall have been satisfied with respect to such Securities), then, following such deposit or following the 123rd
day after such deposit with respect to defeasance only, no money or Government Obligations so deposited, and no proceeds thereon, will
be subject to any rights of holders of Senior Indebtedness, including any such rights arising under this Article 16.


 


Section 16.2. Payment Over of Proceeds Upon
Dissolution, Etc.


 


In the event of (a) any insolvency or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative
to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors
or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before
the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property
or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness
of the Company subordinated to the payment of the Securities), on account of principal of (or premium, if any) or interest on the Securities
or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions,
purchases and acquisitions herein referred to, individually and collectively, as a “Securities Payment”), and to that end
the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Securities Payment.


 






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In the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment, before all Senior Indebtedness
is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to holders of Senior
Indebtedness, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld
or deducted from any Securities Payment, or any taxes that ought to have been withheld or deducted from any such Securities Payment that
have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security
receives for purposes of this Section.


 


For purposes of this Article only, the words “cash,
property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities
of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment
to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this
Section if the Person formed by such 51 consolidation or into which the Company is merged or which acquires by conveyance or transfer
such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article 8.


 


Section 16.3. No Payment when Senior Indebtedness in Default.


 


Anything in this Indenture to the contrary notwithstanding,
no Securities Payment shall be made by or on behalf of the Company (i) unless full payment of amounts then due for principal and interest
and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument
governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after
giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is
issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such
Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition,
the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives
(a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior
Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the
full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing
on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders
of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have
ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of
the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment
in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption
or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage
Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities,
and redemptions, purchases or other acquisitions may be made by or on behalf of the Company. Notwithstanding anything herein to the contrary,
(A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default
and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time
of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness
or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object
of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing
and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive
days.


 


In the event that, notwithstanding the provisions
of this Section 16.3, payments are made by or on behalf of the Company in contravention of the provisions of this Section 16.3, such payments
shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and
delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any),
pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness.


 






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The provisions of this Section shall not apply
to any payment with respect to which Section 16.2 would be applicable.


 


Section 16.4. Reliance by Senior Indebtedness on Subordination Provisions.


 


Each Holder of any Security by his acceptance thereof
acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for
each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities,
to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior
Indebtedness.


 


Section 16.5. Payment Permitted If No Default.


 


Nothing contained in this Article or elsewhere
in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of
the Company referred to in Section 16.2 or under the conditions described in Section 16.3, from making Securities Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to Securities Payments or the retention of such Securities Payments
by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such Securities Payments would have
been prohibited by the provisions of this Article.


 


Section 16.6. Subrogation to Rights of Holders of Senior Indebtedness.


 


Subject to the payment in full of all Senior Indebtedness
or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness,
the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled
to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash,
property and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.


 


Section 16.7. Provisions Solely to Define Relative Rights.


 


The provisions of this Article are and are intended
solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness
on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness,
is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal
of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders
of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive
cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section 16.8. Trustee to Effectuate Subordination.


 


Each holder of a Security by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


Section 16.9. No Waiver of Subordination Provisions.


 


No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the
Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


 






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Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing
the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness,
do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company and any other Person.


 


Section 16.10. Notice to Trustee.


 


The Company shall give prompt written notice to
the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled
in all respects to assume that no such facts exist.


 


Subject to the provisions of Section 6.1, the Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee therefor). In the
event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person
under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.


 


Section 16.11. Reliance on Judicial Order or Certificate of Liquidating
Agent.


 


Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.


 






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Section 16.12. Trustee Not Fiduciary for Holders of Senior Indebtedness.


 


The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.


 


Section 16.13. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee’s Rights.


 


The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.


 


Nothing in this Article shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 6.7.


 


Section 16.14. Article Applicable to Paying Agents.


 


In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article
shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 16.13 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Section 16.15. Defeasance of this Article 16.


 


The subordination of the Securities provided by
this Article 16 is expressly made subject to the provisions for defeasance in Section 4.2(2) hereof or covenant defeasance in Section
4.2(3) hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such defeasance or covenant defeasance,
the Securities then outstanding shall thereupon cease to be subordinated pursuant to this Article 16.]


 


[Intentionally left blank]


 






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


 


	 	SENESTECH, INC. 
	 	 	 
	Attest:	By:	
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:	            
	 	 	Title:	 



 






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EXHIBIT A


 


[If the Holder of this Security is a depository,
such as The Depository Trust Company (“DTC”) or a nominee of DTC, this Security is a Global Security and insert the following
two legends:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF.
THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE
OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS THE SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),] TO THE COMPANY (AS DEFINED BELOW) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO. OR IN] SUCH
[OTHER] NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY] [DTC] (AND ANY PAYMENT IS MADE TO [CEDE & CO. OR TO]
SUCH [OTHER] ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY] [DTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF[, CEDE & CO.,] HAS AN INTEREST HEREIN.]


 


[Insert any applicable legend(s) required by
the Internal Revenue Code]


 


NO. $


 


SENESTECH INC. 


 


[Designation of Series]


 


SENESTECH INC, a Delaware corporation (hereinafter
called the “Company”, which term includes any successor corporation under the Indenture referred to below), for value received,
hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) on, [If the Security is to bear interest prior
to Maturity, insert —, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually on and in each year, commencing , [If the Security is to bear interest at a fixed rate,
insert — at the rate of % per annum] [If the Security is to bear interest at an adjustable rate, insert — at a
rate per annum computed or determined in accordance with the provisions below], until the principal hereof is paid or made available for
payment [If applicable, insert —, and (to the extent that the payment of such interest shall be legally enforceable) at the
rate of % per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due
until they are paid or made available for payment and such interest shall be payable on demand]. [If applicable, insert —
Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or the
maturity date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made
on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment
Date or the maturity date, as the case may be, to such next Business Day.] The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall be or (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which is payable but not punctually
paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant
regular record date by virtue or having been such holder, and may be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a subsequent special record date (which shall be at least 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Company, notice whereof shall be given to the Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.


 






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[If the Security is not to bear interest prior
to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal
upon acceleration or redemption or at the Stated Maturity and in such case the overdue principal of this Security shall bear interest
at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the
date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal
shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of
% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand
for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]


 


Payment of the principal of and [If applicable,
insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose
in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [If applicable, insert —; provided, however, that, at the option
of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register;] [If applicable, insert — provided, further, that payment to [DTC or] any [successor] depository may be
made by wire transfer to the account designated by [DTC or] such [successor] depository in writing].


 


This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of , 20 (herein called, together with all indentures supplemental thereto, the “Indenture”), between the Company
and , as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [, initially limited (subject
to exceptions provided in the Indenture) to the aggregate principal amount of $ ].


 


[If applicable, insert — The indebtedness
evidenced by the Securities is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment
in full of all indebtedness and obligations of the Company as are defined in the Indenture as “Senior Indebtedness,” and this
Security is issued subject to the provisions of the Indenture with respect thereto, and each Holder of this Security, by accepting the
same, agrees to and shall be bound by such provisions. Each Holder of this Security, by accepting the same, agrees that each holder of
Senior Indebtedness, whether created or acquired before or after the issuance of this Security, shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.]


 






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


 


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


 


[If applicable, insert — The Securities
may not be redeemed prior to the Stated Maturity.]


 


[If applicable, insert — The Securities
are not subject to any sinking fund.]


 


[If applicable, insert — The Securities
are subject to redemption [(l) [If applicable, insert — on in any year commencing with the year and ending with the year
through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] [ If applicable,
insert — at any time [on or after ], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): if redeemed on or before , % and if redeemed during the 12-month period beginning
of the years indicated at the Redemption Prices indicated below:


 


	 	Year	Redemption Price


 


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


 


[If applicable, insert — The Securities
are subject to redemption (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for
this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth
in the table below: if redeemed during the 12-month period beginning of the years indicated below:


 


	Year	Redemption Price for Redemption through Operation of the Sinking Fund	Redemption Price for Redemption Otherwise than through Operation of the Sinking Fund



 






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


 


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


 


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


 


[If applicable, insert — Notice of
redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.]


 


[If applicable, insert — In the event
of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the cancellation hereof.]


 


The Indenture contains provisions permitting, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the
written consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal
amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Securities and of any Securities issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security, at the times, place and rate, and in the coin or currency, herein and in the Indenture
prescribed.


 


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


 






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[If applicable, insert — The Securities
are issuable only in registered form [without coupons] in the denominations of $ and any integral multiple thereof.] As provided in the
Indenture and subject to certain limitations set forth in the Indenture, and in this Security, the Securities are exchangeable for a like
aggregate principal amount of Securities of this series in different authorized denominations, as requested by the Holders surrendering
the same.


 


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


 


Prior to due presentment of this 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 this Security is
registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


[If applicable, insert — The Indenture
contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Securities (subject to certain
exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the Indenture, in each
case if the Company irrevocably deposits with the Trustee money or Government Obligations, or a combination thereof, in an amount sufficient,
without consideration of any reinvestment, to pay and discharge the entire indebtedness on all Securities of this series, and satisfies
certain other conditions, all as more fully provided in the Indenture.]


 


This Security shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed
in said State.


 


All terms used in this Security without definition
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


[Remainder of Page Intentionally Left Blank]


 






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Unless the Certificate of Authentication hereon
has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized officers, this Security
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	 	SENESTECH INC 
	 	 	 
	 	By:	                 
	 	Name: 	 
	 	Title:	 
	 	 	 
	Attest:	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	 
	 	 	 
	 	as Trustee
	 	 	 
	Dated:	By:	              
	 	Name: 	 
	 	Title:
	Authorized Officer



 


 


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