Exhibit 4.3

   

  THRYV HOLDINGS, INC.

  

  Issuer

   

  And 

   

  COMPUTERSHARE TRUST COMPANY, N.A.

  

  Trustee

   

  INDENTURE

   

  Dated as of [_______]

   

  DEBT SECURITIES

   

  
     

    
      
 

  

  
   

  THRYV HOLDINGS, INC.

  

  Certain Sections of this Indenture relating to Sections 310

  

  through 318, inclusive, of the Trust Indenture Act of 1939

   

  	Trust Indenture
              Act Section	Indenture Section
	Section 310(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	608
	Section 311(a)	613
	(b)	613
	Section 312(a)	701
	 	702
	(b)	702
	(c)	702
	Section 313(a)	703
	(b)	703
	(c)	106, 703
	(d)	703
	Section 314(a)	704
	(a)(4)	101
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102
	Section 3.15(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
	Section 316(a)	101
	(a)(1)(A)	502
	 	512
	(a)(1)(B)	513
	(a)(2)	Not Applicable
	(b)	508
	(c)	104
	Section 317(a)(1)	503
	(a)(2)	504
	(b)	1003
	Section 318(a)	107


   

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

   

  
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  Table of Contents

   

  

  	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	Section 101	Definitions	1
	 	Section 102	Compliance Certificates and Opinions	8
	 	Section 103	Form of Documents Delivered to Trustee	9
	 	Section 104	Acts of Holders; Record Dates	10
	 	Section 105	Notices, Etc., to Trustee, Company and Guarantors	12
	 	Section 106	Notice to Holders; Waiver	13
	 	Section 107	Trust Indenture Act Matters	13
	 	Section 108	Effect of Headings and Table of Contents	14
	 	Section 109	Successors and Assigns	14
	 	Section 110	Separability Clause	14
	 	Section 111	Benefits of Indenture	14
	 	Section 112	Governing Law	14
	 	Section 113	Legal Holidays	14
	 	Section 114	No Adverse Interpretation of Other Agreements	14
	 	Section 115	No Personal Liability of Directors, Officers, Employees and Stockholders	14
	 	Section 116	Language of Notices, Etc	15
	 	Section 117	Force Majeure	15
	 	Section 118	Waiver of Jury Trial	15
	 	 	 	 
	ARTICLE II SECURITY FORMS	15
	 	Section 201	Forms Generally	15
	 	Section 202	Form of Face of Security	16
	 	Section 203	Form of Reverse of Security	18
	 	Section 204	Form of Legend for Global Securities	22
	 	Section 205	Form of Trustee’s Certificate of Authentication	22
	 	 	 	 
	ARTICLE III THE SECURITIES	23
	 	Section 301	Amount Unlimited; Issuable in Series	23
	 	Section 302	Denominations	27
	 	Section 303	Execution, Authentication, Delivery and Dating	27
	 	Section 304	Temporary Securities	29
	 	Section 305	Registration, Registration of Transfer and Exchange	29
	 	Section 306	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	32
	 	Section 307	Payment of Interest; Interest Rights Preserved	32
	 	Section 308	Persons Deemed Owners	34
	 	Section 309	Cancellation	34
	 	Section 310	Computation of Interest	34
	 	Section 311	CUSIP Numbers	34
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	35
	 	Section 401	Satisfaction and Discharge of Indenture	35
	 	Section 402	Application of Trust Money	36


  
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  	ARTICLE V REMEDIES	37
	 	Section 501	Events of Default	37
	 	Section 502	Acceleration of Maturity; Rescission and Annulment	38
	 	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	39
	 	Section 504	Trustee May File Proofs of Claim	39
	 	Section 505	Trustee May Enforce Claims Without Possession of Securities	40
	 	Section 506	Application of Money Collected	40
	 	Section 507	Limitation on Suits	41
	 	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	41
	 	Section 509	Restoration of Rights and Remedies	41
	 	Section 510	Rights and Remedies Cumulative	42
	 	Section 511	Delay or Omission Not Waiver	42
	 	Section 512	Control by Holders	42
	 	Section 513	Waiver of Past Defaults	42
	 	Section 514	Undertaking for Costs	43
	 	Section 515	Waiver of Usury, Stay or Extension Laws	43
	 	 	 	 
	ARTICLE VI THE TRUSTEE	43
	 	Section 601	Certain Duties and Responsibilities	43
	 	Section 602	Notice of Defaults	44
	 	Section 603	Certain Rights of Trustee	45
	 	Section 604	Not Responsible for Recitals or Issuance of Securities	47
	 	Section 605	May Hold Securities	47
	 	Section 606	Money Held in Trust	48
	 	Section 607	Compensation and Reimbursement	48
	 	Section 608	Conflicting Interests	49
	 	Section 609	Corporate Trustee Required; Eligibility	49
	 	Section 610	Resignation and Removal; Appointment of Successor	49
	 	Section 611	Acceptance of Appointment by Successor	51
	 	Section 612	Merger, Conversion, Consolidation or Succession to Business	52
	 	Section 613	Preferential Collection of Claims Against Company	52
	 	Section 614	Appointment of Authenticating Agent	52
	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	54
	 	Section 701	Company to Furnish Trustee Names and Addresses of Holders	54
	 	Section 702	Preservation of Information; Communications to Holders	54
	 	Section 703	Reports by Trustee	54
	 	Section 704	Reports by Company and Guarantors	55
	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE	55
	 	Section 801	Company May Consolidate, Etc., Only on Certain Terms	55
	 	Section 802	Successor Substituted	56
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	56
	 	Section 901	Supplemental Indentures Without Consent of Holders	56
	 	Section 902	Supplemental Indentures With Consent of Holders	58


  
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  	 	Section 903	Execution of Supplemental Indentures	59
	 	Section 904	Effect of Supplemental Indentures	59
	 	Section 905	Conformity with Trust Indenture Act	60
	 	Section 906	Reference in Securities to Supplemental Indentures	60
	 	Section 907	Waivers	60
	 	 	 	 
	ARTICLE X COVENANTS	60
	 	Section 1001	Payment of Principal, Premium and Interest	60
	 	Section 1002	Maintenance of Office or Agency	60
	 	Section 1003	Money for Securities Payments to Be Held in Trust	61
	 	Section 1004	Corporate Existence	62
	 	Section 1005	Statement by Officers as to Default	62
	 	Section 1006	Waiver of Certain Covenants	62
	 	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES	63
	 	Section 1101	Applicability of Article	63
	 	Section 1102	Election to Redeem; Notice to Trustee	63
	 	Section 1103	Selection by Trustee of Securities to Be Redeemed	63
	 	Section 1104	Notice of Redemption	64
	 	Section 1105	Deposit of Redemption Price	65
	 	Section 1106	Securities Payable on Redemption Date	65
	 	Section 1107	Securities Redeemed in Part	65
	 	Section 1108	No Limit on Repurchases	65
	 	 	 	 
	ARTICLE XII SINKING FUNDS	66
	 	Section 1201	Applicability of Article	66
	 	Section 1202	Satisfaction of Sinking Fund Payments with Securities	66
	 	Section 1203	Redemption of Securities for Sinking Fund	66
	 	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	67
	 	Section 1301	Company’s Option to Effect Defeasance or Covenant Defeasance	67
	 	Section 1302	Defeasance and Discharge	67
	 	Section 1303	Covenant Defeasance	68
	 	Section 1304	Conditions to Defeasance or Covenant Defeasance	68
	 	Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	70
	 	Section 1306	Reinstatement	71


   

  

  
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  INDENTURE, dated as of [______], between THRYV HOLDINGS, INC., a
      corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, and COMPUTERSHARE TRUST
      COMPANY, N.A., as trustee (herein called the “Trustee”).

   

  RECITALS OF THE COMPANY

   

  WHEREAS, the Company has duly authorized the execution and delivery of
      this Indenture to provide for the issuance from time to time of its debt securities (herein called the “Securities”) to be issued in one or more series as in this Indenture provided;

   

   WHEREAS, this Indenture is subject to, and will be governed by, the
      provisions of the Trust Indenture Act (as defined herein) that are required to be a part of and govern indentures qualified under the Trust Indenture Act; and

   

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

   

  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

   

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

   

  Article I

      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   

  Section 101         Definitions. For all purposes of this Indenture,
      except as otherwise expressly provided or unless the context otherwise requires:

   

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

   

  (2)          all other terms used herein that 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 GAAP;

   

  (4)          unless the context otherwise requires, any
      reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture;

   

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

   

  

  
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  (6)          when used with respect to any Security, the words
      “convert,” “converted” and “conversion” are intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance with such terms, if any, as may hereafter be specified
      for such Security as contemplated by Section 301, and these words are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series and like tenor pursuant to Section 304, Section
      305, Section 306, Section 906 or Section 1107 or another similar provision of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean such terms as may be specified for such
      Security as contemplated in Section 301;

   

  (7)          unless the context otherwise requires, any
      reference to “duly provided for” and other words of similar import with respect to any amount or property required to be paid or delivered, as applicable, shall include, without limitation, having made such amount or property available for payment or
      delivery;

   

  (8)          references to sections of or rules under the
      Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time;

   

  (9)          when the words “includes” or “including” are used
      herein, they shall be deemed to be followed by the words “without limitation;” and

   

  (10)        “or” is not exclusive.

   

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

   

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

   

  “Applicable Procedures” of a Depositary means, with
      respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter at such time.

   

  “Authenticating Agent” means, when used with respect to
      Securities of any series, any Person authorized by the Trustee to act on behalf of the Trustee to authenticate the Securities of such series.

   

  “Board of Directors” means any of (a) the board of
      directors of the Company, (b) any duly authorized committee of that board or (c) any officer of the Company duly authorized by the board of directors of the Company to take a specified action.

   

  “Board Resolution” means a copy of a resolution certified
      by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture
      refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities and the forms and terms thereof), such action may be taken by any officer or employee of the Company authorized to take such
      action by the Board of Directors as evidenced by a Board Resolution.

   

  

  
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  “Business Day,” when used with respect to any Place of
      Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close; provided that, when used with respect to any
      Security, “Business Day” may have such other meaning, if any, as may be specified for such Security as contemplated by Section 301.

   

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

   

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

   

  “Company Request” or “Company Order” means a
      written request or order signed in the name of the Company by any two Officers of the Company.

   

  “Corporate Trust Office” means the designated office of
      the Trustee at which at any particular time its corporate trust business shall be administered and which, at the date hereof, is located at CTO Mail Operations, 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, MN 55415, Attention:
      Corporate Trust Services – Lindsey Widdis/Thryv Administrator, or at such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee.

   

  “corporation” means a corporation, association, company
      (including a limited liability company), joint-stock company, business trust or other business entity (other than a partnership).

   

  “Covenant Defeasance” has the meaning specified in Section
      1303.

   

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

   

  “Defeasance” has the meaning specified in Section 1302.

   

  “Depositary” means, with respect to Securities of any
      series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as depositary for such Securities as contemplated by Section 301.

   

  “DTC” has the meaning specified in Section 104.

   

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

   

  

  
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  “Exchange Act” means the Securities Exchange Act of 1934
      and any statute successor thereto, in each case as amended from time to time.

   

  “Expiration Date” has the meaning specified in Section
      104.

   

  “GAAP” means generally accepted accounting principles set
      forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, the Public Company Accounting
      Oversight Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. All ratio computations based on GAAP contained in this Indenture will
      be computed in conformity with GAAP; provided that, when used with respect to any Security, “GAAP” may have such other meaning, if any, as may be specified for such Security as contemplated by Section 301.

   

  “Global Security” means a Security that evidences all or
      part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).

   

  “Guarantee” when used with respect to the Securities of
      any series, means a guarantee of the Securities of such series by a Guarantor.

   

  “Guarantor” means any Person that shall have become a
      Guarantor under this Indenture pursuant to Section 301 or Section 901 hereof, in each case unless and until a successor Person shall have become a successor thereto pursuant to the applicable provisions of this Indenture in place thereof, and
      thereafter references to such Guarantor shall mean such successor Person; provided that: (i) the term “Guarantor,” when used with respect to the Securities of any series, means the Persons who shall from time to time be the Guarantors of
      Securities of such series; and (ii) any Person constituting a Guarantor with respect to the Securities of a series shall cease to constitute a Guarantor with respect to Securities of such series when its Guarantee is released with respect to
      Securities of such series in accordance with the terms of this Indenture.

   

  “Guarantor’s Board of Directors” means, with respect to
      any Guarantor, any of (a) the board of directors (or other governing body) of such Guarantor, (b) any duly authorized committee of such board (or other governing body) or (c) any officer of such Guarantor duly authorized by the board of directors (or
      other governing body) of such Guarantor to take a specified action.

   

  “Guarantor’s Board Resolution” means, with respect to any
      Guarantor, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Guarantor to have been duly adopted by such Guarantor’s Board of Directors and to be in full force and effect on the date of such certification, and
      delivered to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant to a Guarantor’s Board Resolution, such action may be taken by any officer or employee of such Guarantor authorized to take such action by such
      Guarantor’s Board of Directors as evidenced by a Guarantor’s Board Resolution.

   

  “Guarantor’s Officers’ Certificate” means, with respect to
      any Guarantor, a certificate signed by any two Officers of such Guarantor.

   

  

  
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  “Guarantor Request” or “Guarantor Order”
      means, with respect to any Guarantor, a written request or order signed in the name of such Guarantor by any two Officers of such Guarantor.

   

  “Holder” means the Person or Persons in whose name or
      names a particular Security shall be registered in the Security Register kept for that purpose in accordance with the terms of this Indenture.

   

  “Indenture” means this instrument as originally executed
      and 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, including, for all purposes of this instrument and any such supplemental indenture,
      the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture. The term “Indenture” shall also include the terms of any particular series or specific Securities within a
      series as contemplated by Section 301.

   

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

   

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

   

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

   

  “Notice of Default” means a written notice of the kind
      specified in Section 501(4).

   

  “Officer” means, with respect to any Person, the Chairman
      of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Accounting Officer, any Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of such Person (or, if such
      Person is a partnership, the general partner thereof) or any other officer or officers of such Person (or such general partner) designated in a writing by or pursuant to authority of the Board of Directors (if such Person is the Company) or the
      Guarantor’s Board of Directors with respect to such Guarantor (if such Person is a Guarantor) and delivered to the Trustee from time to time. “Vice President,” when used with respect to the Company or any Guarantor, means any executive vice president
      and any senior vice president, whether or not designated by a number or a word or words added before or after the title “executive vice president” or “senior vice president.”

   

  “Officers’ Certificate” means a certificate signed on
      behalf of the Company by at least two Officers of the Company, one of whom shall be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of
      Section 102.

   

  

  
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  “Opinion of Counsel” means a written opinion from legal
      counsel (who may be an employee of or counsel for the Company or any Affiliate thereof) who is reasonably acceptable to the Trustee that meets the requirements of Section 102.

   

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

   

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

   

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

   

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

   

  (3)          Securities as to which Defeasance has been
      effected pursuant to Section 1302;

   

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

   

  (5)          Securities as to which any property deliverable
      upon conversion thereof has been delivered (or such delivery has been duly provided for), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301;

   

  provided, however, that in determining whether the Holders of the requisite principal amount
      of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security that shall be
      deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable
      at the Stated Maturity of a Security is not determinable, the principal amount of such Security that shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a
      Security denominated in one or more foreign currencies, composite currencies or currency units that shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section
      301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company, any Guarantor of the Securities or any
      other obligor upon the Securities or any Affiliate of the Company or any such Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
      any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been pledged
      in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any Guarantor of such Securities or
      any other obligor upon the Securities or any Affiliate of the Company or a Guarantor of the Securities 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 any Securities on behalf of the Company.

   

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

   

  “Place of Payment,” when used with respect to the
      Securities of any series and subject to Section 1002, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as contemplated by Section 301.

   

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

   

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

   

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

   

  “Regular Record Date” for the interest payable on any
      Interest Payment Date on the Securities of any series, means the date specified for that purpose as contemplated by Section 301.

   

  “Responsible Officer,” when used with respect to the
      Trustee or Paying Agent, means any officer within the corporate trust department of the Trustee or Paying Agent (or any successor group), as the case may be, including any vice president, assistant vice president, trust officer or any other officer
      of the Trustee or Paying Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers who have direct responsibility for the administration of this Indenture and also means, with respect to
      a particular corporate trust matter, any other officer of such Trustee or Paying Agent to whom such any such corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.

   

  

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

   

  “Securities Act” means the Securities Act of 1933 and any
      statute successor thereto, in each case as amended from time to time.

   

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

   

  “Special Record Date” for the payment of any Defaulted
      Interest, means a date fixed by the Trustee pursuant to Section 307.

   

  “Stated Maturity,” when used with respect to any Security
      or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

   

  “Subsidiary,” with respect to any Person, means any (i)
      corporation of which the outstanding capital stock having a majority of the votes entitled to be cast in the election of directors, managers or trustees of such corporation under ordinary circumstances shall at the time be owned, directly or
      indirectly, by such Person or any other Person of which a majority of the voting interests under ordinary circumstances is at the time, directly or indirectly, owned by such Person or (ii) any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

   

  “Trust Indenture Act” means the Trust Indenture Act of
      1939 as in force at the date as of which this Indenture was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such
      amendment, the Trust Indenture Act of 1939 as so amended.

   

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

   

  “Uniform Commercial Code” means the Uniform Commercial
      Code in effect in the State of Delaware or the State of New York, as applicable, in each case as amended from time to time.

   

  “U.S. Government Obligation” has the meaning specified in
      Section 1304.

   

  Section 102         Compliance Certificates and Opinions. Upon
      any application or request by the Company or a Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee such certificates and opinions as may be
      required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or a Guarantor’s Officers’ Certificate, if to be given by an officer of any
      Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

   

  

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

   

  (1)          a statement that each individual signing such
      certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

   

  (2)          a brief statement as to the nature and scope of
      the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

   

  (3)          a statement that, in the opinion of each such
      individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

   

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

   

  Section 103         Form of Documents Delivered to Trustee. In
      any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so
      certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters
      in one or several documents.

   

  Any certificate or opinion of an officer of the Company or a Guarantor
      may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, 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 or such Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or such Guarantor, as the case may be, unless such
      counsel knows 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, they may, but need not, be consolidated and form one instrument.

   

  

  
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  Section 104         Acts of Holders; Record Dates. Any request,
      demand, authorization, direction, notice, consent, waiver or other action provided or permitted by or pursuant to this Indenture to be given, made 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 or agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee
      and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or
      instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee, the Company and any Guarantor, if
      made in the manner provided in this Section 104.

   

  Without limiting the generality of this Section 104, unless otherwise
      provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Security, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization,
      direction, notice, consent, waiver or other action provided or permitted in or pursuant to this Indenture to be given, made or taken by Holders, and a Depositary or its nominee that is a Holder of a Global Security may duly appoint in writing as its
      agent or agents members of, or participants in, such Depositary holding interests in such Global Security in the records of such Depositary, and (ii) with respect to any Global Security the Depositary for which is The Depository Trust Company (“DTC”),
      any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed
      to constitute the “Act” of the Holder of such Global Security, and such Act shall be deemed to have been delivered to the Company, any Guarantor and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such
      consent or other action having been so given, made or taken in accordance with the Applicable Procedures of DTC.

   

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

   

  The ownership of Securities shall be proved by the Security Register.

   

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

   

  

  
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  With respect to Securities of any series, the Company may set any day as
      a record date for the purpose of determining the Holders of Outstanding Securities of such series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this
      Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving, making or taking of any notice,
      declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to
      give, make or take the relevant action, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date
      by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has
      previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any
      action given, made or taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph, the Company,
      at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in
      Section 105 and Section 106.

   

  The Trustee may set any day as a record date for the purpose of
      determining the Holders of Outstanding Securities of any series entitled to join in the giving, making or taking of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings
      referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such
      record date, and no other Holders, shall be entitled to give, make or take such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective
      hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the
      Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
      effect), and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is given, made or
      taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in
      writing and to each Holder of Securities of the relevant series in the manner set forth in Section 105 and Section 106.

   

  With respect to any record date set pursuant to this Section 104, the
      party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of
      the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not
      designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto,
      subject to its right to change the Expiration Date to an earlier day as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

   

  

  
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  Without limiting the foregoing, a Holder entitled hereunder to give,
      make or take any action hereunder with regard to any particular Security may do so, in person or by an agent duly appointed in writing, with regard to all or any part of the principal amount of such Security.

   

  Section 105         Notices, Etc., to Trustee, Company and Guarantors.
      Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company
      or any Guarantor shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and delivered in Person, mailed by first class mail (registered or certified, return receipt
      requested), transmitted by facsimile or sent by overnight courier guaranteeing next Business Day delivery to or with the Trustee addressed to it at its Corporate Trust Office or (2) the Company or a Guarantor by the Trustee or by any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and delivered in Person, mailed by first class mail (registered or certified, return receipt requested), transmitted by
      facsimile or sent by overnight courier guaranteeing next Business Day delivery, to or with the Company or such Guarantor, as the case may be, addressed to it at the address of its principal office specified in the first paragraph of this instrument,
      Attention: Chief Financial Officer, with a copy to Akin Gump Strauss Hauer & Feld LLP, 2300 N. Field Street, Suite 1800, Dallas, Texas 75201, Facsimile: (214) 969-4343, Attention: Garrett A. DeVries, or at any other address previously furnished
      in writing to the Trustee by the Company.

   

  All requests, demands, authorizations, directions, notices, consents,
      waivers or Acts of Holders or other such documents made, given, furnished or filed with or to the Trustee, the Company or any Guarantor shall be deemed to have been duly made, given furnished or filed: (i) at the time delivered by hand, if personally
      delivered; (ii) upon confirmation of delivery, if mailed by first class mail (registered or certified, return receipt requested); (iii) when receipt is confirmed, if transmitted by facsimile; and (iv) the next Business Day after timely delivery to
      the courier, if sent by overnight air courier guaranteeing next Business Day delivery. Notices given by publication will be deemed given on the first date on which publication is made.

   

  With respect requests, demands, authorizations, directions, notices,
      consents, waivers or Acts of Holders or other such documents made, given, furnished or filed with or to the Trustee, notice to the Trustee shall be effective only if such receipt is acknowledged. The Trustee shall have the right, but shall not be
      required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by Persons believed by the Trustee to be authorized to give instructions and directions on behalf of the
      Company or any other Person. The Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the Company; and
      the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such instructions or directions. The Company agrees to assume all risks
      arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third
      parties.

   

  

  
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  Section 106         Notice to Holders; Waiver. Where this
      Indenture provides for notice or other communication to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if given in writing and mailed by first class mail (registered or certified, return
      receipt requested) or sent by overnight air courier guaranteeing next Business Day delivery to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not
      earlier than the earliest date (if any), prescribed for the giving of such notice or other communication. Any notice or other communication shall also be so mailed or sent to any Person described in Section 313(c) of the Trust Indenture Act, to the
      extent required by the Trust Indenture Act. Failure to mail or send a notice or other communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

   

  If a notice or communication is mailed or sent in the manner provided
      above within the time prescribed, it is duly given, whether or not the addressee receives it. Where this Indenture provides for notice or other communication in any manner, such notice or other communication may be waived in writing by the Person
      entitled to receive such notice or other communication, either before or after the event, and such waiver shall be the equivalent of such notice or other communication. Waivers of notice or other communication by Holders shall be filed with the
      Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. If the Company mails a notice or communication to the Holders, it shall mail a copy to the Trustee at the same time.

   

  In 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 or other communication by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

   

  Where this Indenture provides for notice or other communication with
      respect to any event to a Holder of a Global Security, such notice or other communication shall be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the latest
      date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice or other communication.

   

  Section 107         Trust Indenture Act Matters. If any provision
      hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture
      modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Whenever this Indenture refers to
      a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

   

  

  
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  Section 108         Effect of Headings and Table of Contents. The
      Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

   

  Section 109         Successors and Assigns. All covenants and
      agreements in this Indenture and the Securities by the Company and the Trustee, except as otherwise provided in Section 802, shall bind their respective successors and assigns, whether so expressed or not.

   

  Section 110         Separability Clause. In case any provision in
      this Indenture, or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

   

  Section 111         Benefits of Indenture. Nothing in this
      Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as
      may otherwise be provided pursuant to Section 301 with respect to any Securities of a particular series or under this Indenture with respect to such Securities.

   

  Section 112         Governing Law. This Indenture, the Guarantees
      and the Securities and the rights and obligations of the parties hereto and thereto, including the interpretation, construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the
      State of New York.

   

  Section 113         Legal Holidays. In any case where any
      Interest Payment Date, Redemption Date or Maturity of any Security, or any date on which a Holder has the right to convert his Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture
      or of the Securities (other than a provision of any Security that specifically states that such provision shall apply in lieu of this Section 113)) payment of interest or principal (and premium, if any), or conversion of such Security need not be
      made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity, or on such date
      for conversion, as the case may be; provided, however, that no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or date for conversion, as the case may be.

   

  Section 114          No Adverse Interpretation of Other Agreements.
      This Indenture may not be used to interpret any other indenture, loan or other agreement of the Company or any Subsidiaries of the Company or of any other Person. Any such indenture, loan or other agreement may not be used to interpret this
      Indenture.

   

  Section 115         No Personal Liability of Directors, Officers,
        Employees and Stockholders. No past, present or future director, officer, employee, manager, member, partner, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Securities
      or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the
      consideration for issuance of the Securities. The waiver may not be effective to waive liabilities under the federal securities laws.

   

  

  
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  Section 116          Language of Notices, Etc. Any request,
      demand, authorization, direction, notice, consent, waiver, other action or Act provided or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

   

  Section 117         Force Majeure. Subject to Section 601, in no
      event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any act or
      provision of any present or future law or regulation or governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, disease, epidemic or pandemics, quarantine, national emergency, civil or military disturbances, nuclear or
      natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, communications system failure, malware or ransomware or unavailability of the Federal Reserve Bank
      wire or telex system or other wire or other funds transfer systems or unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking
      industry to resume performance as soon as practicable under the circumstances.

   

  Section 118         Waiver of Jury Trial. EACH OF THE COMPANY AND
      THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

   

  Section 119         U.S.A. Patriot Act. The parties hereto
      acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
      that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee
      to satisfy the requirements of the U.S.A. Patriot Act.

   

  Article II

      SECURITY FORMS

   

  Section 201         Forms Generally. As to each series of
      Securities, (i) the Securities of such series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii)
      if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such
      Guarantor, such notations of guarantee to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant to a Guarantor’s Board Resolution of such Guarantor or in one or more indentures
      supplemental hereto, in the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and
      such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or notations of
      guarantee, respectively, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
      Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. If the form of any notation of
      guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or
      an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed
      thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security.

   

  

  
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  The definitive Securities and any notations of guarantee endorsed
      thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities.

   

  Anything herein to the contrary notwithstanding, there shall be no
      requirement that any Security have endorsed thereon or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be
      evidenced only by its execution and delivery of an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable
      agreement or instrument.

   

  Section 202         Form of Face of Security.

   

  [Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

   

  CUSIP [●]

  

  	No. [●]	$[●]


   

  THRYV HOLDINGS, INC.

   

  THRYV HOLDINGS, INC., a corporation duly organized and existing under the laws of the State
      of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), 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                   , 20 *1 or from
        the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [●] and [●] in each year, commencing [●], and at the Maturity thereof, at the rate of [●]% per annum, until the principal hereof is paid or
        made available for payment, provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of [●]% per annum (to the extent that the payment of such interest shall be legally enforceable), from the
        date such overdue amount is due until such amount is paid or duly provided for, and such interest on any overdue amount shall be payable on demand]. 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 the [●] or [●] (whether
      or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may
      either 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 Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
      shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be
      listed, and upon such notice as may be required by such exchange, all as more fully provided in said 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, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest
        at the rate of [●]% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall
        be payable on demand. Any such interest on overdue principal or premium that is not paid on demand shall bear interest at the rate of [●]% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from
        the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]

   

  Payment of the principal of (and premium, if any) 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 Place of Payment, 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, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest becomes payable on a day other than an Interest Payment Date;
      provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register;
      and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i)
      and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any
      Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with
      appropriate wire transfer instructions specifying an account at a bank in the United States of America, the Company shall make such payment by wire transfer of immediately available funds to such account at such bank, any such wire instructions, once
      properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above; provided further, that notwithstanding anything in the foregoing to the
      contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture.

   

  
  
     

  

  
  

  1 If the Securities of the applicable series are to be sold “flat,” insert the date of original issuance of Securities of such series. If the Securities of the applicable series are to be issued “with accrued interest,” insert the
      Interest Payment Date for Securities of such series next preceding the date of original issuance of Securities of such series.

   

  

  
    17 

    
      
 

  

   

  Reference is hereby made to the further provisions of this Security set
      forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

   

  Unless the certificate of authentication hereon has been executed by the
      Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

   

  IN WITNESS WHEREOF, the Company has caused this instrument to be duly
      signed manually or by facsimile by its duly authorized officers.

   

  

  	 	THRYV HOLDINGS, INC.,
	 	a Delaware corporation
	 	 	 


  

  	 	By:	 


  

  	 	Name:	 


  

  	 	Title:	 


   

  Section 203          Form of Reverse of Security. 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 [_______] (herein called the “Indenture,” which
      term shall have the meaning assigned to it in such instrument), among the Company and Computershare Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and
      reference is hereby made to the Indenture 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 [if applicable, insert — limited in aggregate principal amount to $[●] ].

   

  

  
    18 

    
      
 

  

   

  This Security is the general, unsecured obligation of the Company [if
      applicable, insert — and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] and any other Person who shall become such in accordance with the Indenture (the “Guarantors”). The Guarantee by each Guarantor is
        the general, unsecured, senior obligation of such Guarantor, subject to the release and discharge thereof as provided in the Indenture].

   

  [If applicable, insert — The Securities of this series are subject
        to redemption upon not less than 10 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after [●], 20[●]], 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 [if applicable, insert — on or before [●], [●]%, and if redeemed] during the 12-month period beginning [●] of the years indicated,

   

  	
          Year

        	
          Redemption Price

        	
          Year

        	
          Redemption Price

        
	 	 	 	 
	 	 	 	 
	 	 	 	 


   

  and thereafter at a Redemption Price equal to [●]% of the principal amount, together in
        the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, 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 of this series are subject to redemption upon
        not less than 10 nor more than 60 days’ notice by mail or electronic delivery, (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 [if applicable, insert — 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,

   

  	
          Year

        	
          Redemption Price for 

                Redemption Through Operation 

                of the Sinking Fund

        	
          Redemption Price for 

                Redemption Otherwise Than 

                Through Operation of the 

                Sinking Fund

        
	 	 	 
	 	 	 
	 	 	 


   

  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, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
        Holders of such Securities, 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.]

   

  

  
    19 

    
      
 

  

   

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

   

  [If the Security is subject to redemption of any kind, insert — In
        the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

   

  [If applicable, insert — The Indenture contains provisions for
        defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]

   

  [If applicable, insert — As provided in the Indenture and subject to
        certain limitations therein set forth, the obligations of the Company under this Security are guaranteed by each of the Guarantors pursuant to the Indenture [as indicated in the notation of guarantee endorsed hereon]. The Indenture provides that a
        Guarantor shall be released from its Guarantee upon compliance with certain conditions.]

   

  [If the Security is not an Original Issue Discount Security, insert — If
        an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series 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.]

   

  The Indenture permits, with certain exceptions as therein provided, the
      amendment thereof and the modification of the rights and obligations of the Company [if applicable, insert — and the Guarantors] and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company [if
      applicable, insert — and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of
      all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially
      comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority
      in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding to be affected under the Indenture (considered together as one class for
      this purpose and such affected Securities potentially being Securities of the same or different series and, with respect to any particular series, potentially comprising fewer than all the Securities of such series), on behalf of the Holders of all
      Securities so affected, to waive compliance by the Company [if applicable, insert — and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in
      connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of
      the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for
      all or any specific Securities of any series. 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 Security and of any Security 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.

   

  

  
    20 

    
      
 

  

   

  As provided in and subject to the provisions of the Indenture, the
      Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the
      Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default and offered the Trustee security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities that might be incurred by it in compliance with
      such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
      proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any
      premium or interest hereon on or after the respective due dates expressed herein.

   

  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 any premium and interest on this Security.

   

  As provided in the Indenture and subject to certain limitations therein
      set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium 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 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.

   

  

  
    21 

    
      
 

  

   

  The Securities of this series are issuable only in registered form
      without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
      principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder 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.

   

  Prior to due presentment of this Security for registration of transfer,
      the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered in the Security Register 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 this Security is a Global Security, insert — This Security is a
        Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.]

   

  This Security and the Indenture shall be governed by and construed in
      accordance with the law of the State of New York.

   

  All terms used in this Security that are defined in the Indenture shall
      have the meanings assigned to them in the Indenture.

   

  Section 204          Form of Legend for Global Securities. Unless
      otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

   

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

   

  Section 205          Form of Trustee’s Certificate of Authentication.
      The Trustee’s certificates of authentication shall be in substantially the following form:

   

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

   

  

  	Dated:	[_______________], as Trustee
	 	 	 
	 	By:	          
	 	Authorized Signatory


   

  

  
    22 

    
      
 

  

   

  Article III

      THE SECURITIES

   

  Section 301          Amount Unlimited; Issuable in Series. The
      aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

   

  The Securities may be issued in one or more series. There shall be
      established in or pursuant to a Board Resolution, and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
      Securities of any series:

   

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

   

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

   

  (3)          the Person to whom any interest on a Security of
      the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

   

  (4)          the date or dates on which the principal of any
      Securities of the series is payable or the method of determination thereof and the amount of principal that will be payable;

   

  (5)          the rate or rates (which may be fixed or
      variable) at which the Securities of the series shall bear interest, if any, or contingent interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, and the date or dates from which such interest shall
      accrue or the method of determination thereof;

   

  (6)          the Interest Payment Dates on which any such
      interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

   

  (7)          the place or places where the principal of and
      any premium and interest on any Securities of the series shall be payable and the manner in which any payment may be made;

   

  

  
    23 

    
      
 

  

   

  (8)          the Company’s option, if any, to redeem or prepay
      the Securities of the series, in whole or in part, the period or periods within which, and the price or prices (or the method of determining such price or prices) at which, such redemption or prepayment may occur, and the other terms and conditions
      of any such redemptions or prepayments;

   

  (9)          the Company’s obligation, if any, whether
      pursuant to a sinking fund or otherwise, to redeem, purchase, repurchase, or offer to purchase or repurchase, the Securities of the series, in whole or in part, the period or periods within which, and the price or prices (or the method of determining
      such price or prices) at which, such redemption, purchase or repurchase must occur, and the other terms and conditions of any such redemptions, purchases and repurchases;

   

  (10)        if other than denominations of $2,000 and any
      integral multiple of $1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable;

   

  (11)        if the amount of principal of or any premium or
      interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

   

  (12)        if other than the currency of the United States of
      America, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable, or shall at the election of the Company or the Holder
      thereof be payable, and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the
      definition of “Outstanding” in Section 101, and, in the case of an election, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be
      determined);

   

  (13)        if other than the entire principal amount thereof,
      the portion of the principal amount of any Securities of the series that shall be payable upon acceleration of the Maturity thereof pursuant to Section 502;

   

  (14)        if the principal amount payable at the Stated
      Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount that shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder
      or hereunder, including the principal amount thereof that shall be due and payable upon any Maturity other than the Stated Maturity or that shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the
      manner in which such amount deemed to be the principal amount shall be determined);

   

  (15)        if applicable, that the Securities of the series,
      in whole or any specified part, shall not be defeasible pursuant to Section 1302 or Section 1303 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections, any provisions to permit a
      pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 1304(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which
      any election by the Company to defease such Securities shall be evidenced;

   

  

  
    24 

    
      
 

  

   

  (16)        if applicable, that any Securities of the series
      shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in
      addition to or in lieu of that set forth in Section 204, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 305 in which any such Global Security may be exchanged in
      whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other
      provisions governing exchanges or transfers of any such Global Security;

   

  (17)        any addition to, elimination of or other change in
      the Events of Default that apply to any Securities of the series, any changes in the applicable notice or cure periods (which may be no period), and any change in the right of the Trustee or the requisite Holders of such Securities to declare the
      principal amount thereof due and payable pursuant to Section 502, or the automatic acceleration of such principal amount;

   

  (18)        any addition to, elimination of or other change in
      the covenants set forth in Article X that applies to Securities of the series;

   

  (19)        if applicable, that Persons other than those
      specified in Section 111 shall have such benefits, rights, remedies and claims with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such Securities;

   

  (20)        any change in the actions permitted or required
      under this Indenture to be taken by or on behalf of the Holders of the Securities of the series, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the
      series rather than or in addition to the Holders of all Securities of the series;

   

  (21)        any provisions for subordination of any Securities
      of the series to other obligations of the Company (including Securities of other series);

   

  (22)        whether payment of principal of and premium, if
      any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;

   

  (23)        if and as applicable, that the Securities of the
      series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305
      in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be
      registered;

   

  

  
    25 

    
      
 

  

   

  (24)        whether and under what circumstances the Company
      will pay additional amounts on the Securities of the series held by a Person who is not a “U.S. Person” or otherwise has a specified status in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company
      will have the option to redeem the Securities of the series rather than pay such additional amounts;

   

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

   

  (26)        whether the Securities of the series are to be
      convertible into or exchangeable for common stock or any other security or property, including, without limitation, securities of another Person held by the Company or its Affiliates, and, if so, the terms thereof;

   

  (27)        any provisions necessary to permit or facilitate
      the issuance, payment or conversion of any Securities of the series that may be converted into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or
      other amount and whether at the option of the Company or otherwise;

   

  (28)        whether the Securities of the series will be
      guaranteed, and, if so, the terms and conditions of such guarantees, and the names of, or the method of determination or identification of, the Guarantors;

   

  (29)        if other than the Trustee, the identity of the
      initial Security Registrar and any initial Paying Agent; and

   

  (30)        any other terms of the series (which terms shall
      not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

   

  If the Securities of the series are to be guaranteed by any Guarantor,
      there shall be established in or pursuant to a Guarantor’s Board Resolution of such Guarantor and, subject to Section 303, set forth, or determined in the manner provided, in a Guarantor’s Officers’ Certificate of such Guarantor, or established in
      one or more indentures supplemental hereto, prior to the issuance of Securities of the series, the terms of the Guarantee by such Guarantor with respect to the Securities of the series.

   

  All Securities of any one series shall be substantially identical except
      as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any
      such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided pursuant to this Section 301 for any series, after issuance of Securities of such series, such series may be
      reopened for issuances of additional Securities of that series.

   

  

  
    26 

    
      
 

  

   

  The terms of any Security of a series may differ from the terms of other
      Securities of the same series, if and to the extent provided pursuant to this Section 301. The matters referenced in any or all of Clauses (1) through (30) above may be established and set forth or determined as aforesaid with respect to all or any
      specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act).

   

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

   

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

   

  Section 302         Denominations. The Securities of each series
      shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the
      Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

   

  Section 303         Execution, Authentication, Delivery and Dating.
      The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, an Executive Vice President or a Vice President of the Company (or any
      other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the
      terms of the Securities of any series provide that any notation of guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of
      such notation of guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any notation of guarantee by any Guarantor), such notation of guarantee shall be
      executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, an Executive Vice President or a Vice President of such Guarantor (or any other officer of such
      Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any notation of guarantee may be manual or facsimile.

   

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

   

  

  
    27 

    
      
 

  

   

  At any time and from time to time after the execution and delivery of
      this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any notations of guarantee by any Guarantor, such notations of guarantee
      endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any notation of guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of
      such Guarantor, for the authentication and delivery of such Securities with any such notations of guarantee endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such notations
      of guarantee endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any notations of guarantee have been established by or pursuant to one
      or more Guarantor’s Board Resolutions of such Guarantor as permitted by Section 201 and Section 301, in authenticating such Securities with any such notations of guarantee endorsed thereon, and accepting the additional responsibilities under this
      Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

   

  (1)         if the form of such Securities or any notation of
      guarantee by any Guarantor endorsed thereon has been established by or pursuant to Board Resolution or Guarantor’s Board Resolution of such Guarantor, as permitted by Section 201, that such form has been established in conformity with the provisions
      of this Indenture;

   

  (2)         if the terms of such Securities or any notation of
      guarantee thereof by a Guarantor have been established by or pursuant to Board Resolution or Guarantor’s Board Resolution of such Guarantor as permitted by Section 301, that such terms have been established in conformity with the provisions of this
      Indenture; and

   

  (3)         that when such Securities have been 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, such Securities and the Guarantee set forth in the Indenture will constitute valid and legally binding
      obligations of the Company or such Guarantor, respectively, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or
      affecting creditors’ rights and to general equity principles and subject to any limitation with respect to payments in currency other than U.S. dollars and other customary assumptions, exceptions, qualifications and limitations.

   

  If such form or terms have been so established, the Trustee shall not be
      required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably
      acceptable to the Trustee.

   

  

  
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  Notwithstanding the provisions of Section 301 and of the preceding
      paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or Guarantor’s Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order,
      any Guarantor Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
      issuance of the first Security of such series to be issued.

   

  Each Security shall be dated the date of its authentication.

   

  No Security 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 herein executed by the Trustee by manual signature, and such certificate upon any Security shall be
      conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the
      Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never
      be entitled to the benefits of this Indenture.

   

  Section 304         Temporary Securities. Pending the preparation
      of definitive Securities of any series, the Company may execute, and upon Company Order and, if any notations of guarantee by a Guarantor are to be endorsed on such Securities, a Guarantor Order of such Guarantor, the Trustee shall authenticate and
      deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or notations of guarantee, respectively, may determine, as evidenced by their execution of such Securities or notations of guarantee,
      respectively.

   

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

   

  Section 305         Registration, Registration of Transfer and
        Exchange. The Company shall cause to be kept at each office or agency of the Company designated as a Place of Payment pursuant to the first paragraph of Section 1002 a register (the register, maintained in each such office or agency of the
      Company designated as a Place of Payment, being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
      of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

   

  

  
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  Upon surrender for registration of transfer of any Security of a series
      at the office or agency of the Company in a Place of Payment for that series, the Company and, if applicable, the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one
      or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

   

  At the option of the Holder, Securities of any series may be exchanged
      for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for
      exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive.

   

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

   

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

   

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

   

  If the Securities of any series (or of any series and specified tenor)
      are to be redeemed in whole or in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the
      opening of business 15 days before the day of selection of any such Securities for redemption under Section 1103 and ending at the close of business on the day of such selection (or during such period as otherwise specified pursuant to Section 301
      for such Securities), or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

   

  The provisions of Clauses (1), (2), (3) and (4) below shall apply only
      to Global Securities:

   

  (1)         Each Global Security authenticated under this
      Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single
      Security for all purposes of this Indenture.

   

  

  
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  (2)         Notwithstanding any other provision in this
      Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
      part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it (i) is unwilling or unable to continue as Depositary for such Global
      Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, or (B) the Company has executed and delivered to the Trustee a Company Order stating that such Global Security shall be exchanged in whole for Securities that are
      not Global Securities (in which case such exchange shall be effected by the Trustee in accordance with its customary procedures.

   

  (3)         If the Company receives a notice of the kind
      specified in Clause (A) above or has delivered a Company Order of the kind specified in Clause (B) above, it may, in its sole discretion, designate a successor Depositary for such Global Security within 90 days after receiving such notice or delivery
      of such order, as the case may be. If the Company designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary,
      whereupon such designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and (4) of this provision shall continue to apply thereto.

   

  (4)         Subject to Clause (2) above and to such applicable
      provisions, if any, as may be specified as contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall
      be registered in such names as the Depositary for such Global Security shall direct.

   

  (5)         Every Security authenticated and delivered upon
      registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, Section 306, Section 906 or Section 1107 or otherwise, shall be authenticated and delivered in
      the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

   

  Every Person who takes or holds any beneficial interest in a Global
      Security agrees that:

   

  (1)         the Company and the Trustee may deal with the
      Depositary as sole owner of the Global Security and as the authorized representative of such Person;

   

  (2)         such Person’s rights in the Global Security shall
      be exercised only through the Depositary and shall be limited to those established by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary;

   

  

  
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  (3)         the Depositary and its participants make
      book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary; and

   

  (4)         none of the Company, the Trustee nor any agent of
      the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records
      relating to such beneficial ownership interests.

   

  Section 306         Mutilated, Destroyed, Lost and Wrongfully Taken
        Securities. If (a) any mutilated Security is surrendered to the Trustee or (b) both (i) there shall be delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction, loss or wrongful taking of any Security of such
      Holder and a request thereby for a new replacement Security of the same series, and (B) such indemnity bond as may be required by them to save each of them and any agent of either of them harmless and (ii) such other reasonable requirements as may be
      imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a “protected purchaser” within the meaning
      of Section 8-405 of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or wrongfully taken Security, a new Security of the same series
      and of like tenor and principal amount and bearing a number not contemporaneously Outstanding.

   

  In case any such mutilated, destroyed, lost or wrongfully taken Security
      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.

   

  Upon the issuance of any new Security under this Section 306, 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 of any series issued pursuant to this Section 306 in
      lieu of any destroyed, lost or wrongfully taken Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken Security shall be at any time enforceable by anyone, and
      shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

   

  The provisions of this Section 306 are exclusive and shall preclude (to
      the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities.

   

  Section 307         Payment of Interest; Interest Rights Preserved.
      Except as otherwise provided as contemplated by Section 301 with respect to any Securities of a series, interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in
      whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest (whether or not a Business Day).

   

  

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

   

  (1)         The Company may elect to make payment of any
      Defaulted Interest payable on any Securities of a series to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each of such Securities 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 prior to the date of the
      proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
      Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
      Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of such Securities in the
      manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
      the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

   

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

   

  Except as may otherwise be provided in this Section 307 or as
      contemplated in Section 301 with respect to any Securities of a series, the Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such Security on the
      day such interest is paid.

   

  

  
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  Subject to the foregoing provisions of this Section 307, 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 Security that is converted after any Regular Record
      Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest
      Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of
      business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security that is converted, interest whose Stated Maturity is after the date of conversion of such Security shall
      not be payable.

   

  Notwithstanding the foregoing, the terms of any Security that may be
      converted may provide that the provisions of the immediately preceding paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security.

   

  Section 308          Persons Deemed Owners. Prior to due
      presentment of a Security for registration of transfer, the Company and the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name such Security is registered as the owner of such Security in the Security Register
      for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor
      any agent of the Company or the Trustee shall be affected by notice to the contrary.

   

  Section 309          Cancellation. All Securities surrendered for
      payment, redemption, registration of transfer or 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 shall be cancelled by it in accordance
      with its customary procedures. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
      Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be cancelled by the Trustee in accordance
      with its customary procedures. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. Upon the Company’s request, the Trustee will
      provide evidence of such cancellations.

   

  Section 310          Computation of Interest. Except as otherwise
      specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

   

  Section 311          CUSIP Numbers. The Company, in issuing the
      Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no
      representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any
      such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in “CUSIP” or “ISIN” numbers.

  
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  Article IV

      SATISFACTION AND DISCHARGE

   

  Section 401          Satisfaction and Discharge of Indenture.
      This Indenture shall upon Company Request cease to be of further effect with respect to the Securities of any series and any Guarantees of such Securities (except as to any surviving rights of conversion, registration of transfer or exchange of any
      such Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such
      Securities, when:

   

  (1)          either

   

  (A)         all such Securities theretofore authenticated and
      delivered (other than (i) Securities that have been destroyed, lost or wrongfully taken and that have been replaced or paid as provided in Section 306 and (ii) Securities for the payment of which money has theretofore been deposited in trust or
      segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

   

  (B)          all such Securities not theretofore delivered to
      the Trustee for cancellation

   

  (i)           have become due and payable, or

   

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

   

  (iii)         are to be called for redemption within one year
      under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

   

  and the Company or a Guarantor, in the case of (i), (ii) or (iii) above, has
      irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the
      Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

  
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  (2)          the Company and the Guarantors (if any) have paid
      or caused to be paid all other sums payable hereunder by the Company and the Guarantors (if any) with respect to such Securities; and

   

  (3)          the Company has delivered to the Trustee an
      Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture with
      respect to such Securities have been complied with.

   

  Notwithstanding the satisfaction and discharge of this Indenture with
      respect to Securities of any series, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614, and, if money shall have been deposited with the Trustee pursuant to
      subclause (B) of Clause (1) of this Section 401 with respect to such Securities, the obligations of the Company of such series under Section 1002 and the obligations of the Trustee under Section 402, Section 606 and the last paragraph of Section 1003
      with respect to such Securities shall survive such satisfaction and discharge.

   

  Section 402          Application of Trust Money. Subject to the
      provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 with respect to Securities of any series shall be held in trust and applied by it, in accordance with the provisions of such Securities and
      this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose
      payment such money has been deposited with the Trustee. All moneys deposited with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Company upon
      Company Request, to the extent originally deposited by the Company. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 401, without distinction between principal and income, in (1)
      U.S. Government Obligations with a maturity of one year or less or (2) a money market fund that invests solely in short-term U.S. Government Obligations and from time to time the Company may direct the reinvestment of all or a portion of such money
      in other securities or funds meeting the criteria specified in Clause (1) or (2) of this sentence.

  
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  Article V

      REMEDIES

   

  Section 501          Events of Default. Except as may otherwise
      be provided pursuant to Section 301 for all or any specific Securities of any series, “Event of Default,” wherever used herein with respect to the Securities of that series, means any one of the following events (whatever the reason for
      such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

   

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

   

  (2)          default in the payment of the principal of or any
      premium on any Security of that series at its Maturity; or

   

  (3)          default in the deposit of any sinking fund
      payment when and as due by the terms of any Security of that series and continuance of such default for a period of 60 days; or

   

  (4)          default in the performance, or breach, of any
      covenant of the Company in this Indenture (other than a covenant a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture solely for the benefit of
      series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, or overnight courier guaranteeing next Business Day delivery, to the Company
      by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such
      notice is a “Notice of Default” hereunder; or

   

  (5)          the entry by a court having jurisdiction in the
      premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the
      Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or
      any such other decree or order unstayed and in effect for a period of 90 consecutive days (provided that, if any Person becomes the successor to the Company pursuant to Article VIII and such Person is a corporation, partnership, limited liability
      company or trust organized and validly existing under the law of a jurisdiction outside the United States, each reference in this Clause (5) to an applicable Federal or State law of a particular kind shall be deemed to refer to such law or any
      applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is the successor to the Company hereunder and is so organized and existing); or

   

  (6)          the commencement by the Company of a voluntary
      case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order
      for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
      against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing
      of its inability to pay its debts generally as they become due (provided that, if any Person becomes the successor to the Company pursuant to Article VIII and such Person is a corporation, partnership, limited liability company or trust organized and
      validly existing under the law of a jurisdiction outside the United States, each reference in this Clause (6) to an applicable Federal or State law of a particular kind shall be deemed to refer to such law or any applicable comparable law of such
      non-U.S. jurisdiction, for as long as such Person is the successor to the Company hereunder and is so organized and existing); or

  
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  (7)          any other Event of Default provided with respect
      to Securities of that series in accordance with Section 301.

   

  Section 502          Acceleration of Maturity; Rescission and
        Annulment. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, if an Event of Default (other than an Event of Default specified in Section 501(5) or Section 501(6)) with respect to
      Securities of that series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of
      all the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) to be due and
      payable immediately, by a notice in writing to the Company and any Guarantor of the Securities of that series (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together with any
      accrued and unpaid interest thereon, shall become immediately due and payable. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, if an Event of Default specified in Section 501(5) or Section
      501(6) with respect to Securities of that series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon
      acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together with any premium thereon and accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of
      the Trustee or any Holder, become immediately due and payable.

   

  Except as may otherwise be provided pursuant to Section 301 for all or
      any specific Securities of any series, at any time after such a declaration of acceleration with respect to Securities of that series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as
      hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, any Guarantor of the Securities of that series and the Trustee, may rescind and annul
      such declaration and its consequences if

   

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

  
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  (A)          all overdue interest on all Securities of that
      series,

   

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

   

  (C)          to the extent that payment of such interest is
      lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

   

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

   

  (2)          all Events of Default with respect to Securities
      of that series, other than the non-payment of the principal of Securities of that series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

   

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

   

  Section 503           Collection of Indebtedness and Suits for
        Enforcement by Trustee. The Company covenants that if

   

  (1)           default is made in the payment of any interest
      on any Security when such interest becomes due and payable and such default continues for a period of 60 days, or

   

  (2)           default is made in the payment of the principal
      of (or premium, if any, on) any Security at the Maturity thereof,

   

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

   

  If 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 by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
      enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

   

  Section 504                Trustee May File Proofs of Claim. In
      case of any judicial proceeding relative to the Company, any Guarantor or any other obligor upon the Securities, their property or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take
      any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. The Trustee shall be authorized to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to
      the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel, and any other amounts due the Trustee under Section 607. To the extent that such payment of reasonable compensation, expenses, disbursements and advances in any such proceedings shall be denied for any reason, payment of the same
      shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Securities may be entitled to receive in such proceedings, whether in liquidation or under
      any plan of reorganization or arrangement or otherwise.

  
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  No provision of this Indenture shall be deemed to authorize the Trustee
      to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or any Guarantee or the rights of any Holder thereof or to authorize the Trustee to vote
      in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
      committee.

   

  Section 505          Trustee May Enforce Claims Without Possession of
        Securities. All rights of action and claims under this Indenture or the Securities or any Guarantee may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
      relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

   

  Section 506          Application of Money Collected. Any money
      collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation
      of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

   

  FIRST: To the payment of all amounts due the Trustee under Section 607;

   

  SECOND: To the payment of the amounts then due and unpaid for principal
      of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
      principal and any premium and interest, respectively; and

  
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  THIRD: To the payment of the remainder, if any, to the Company, any
      Guarantor or to whomsoever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.

   

  Section 507          Limitation on Suits. Except pursuant to
      Section 508, no Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

   

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

   

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

   

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

   

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

   

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

   

  it being understood and intended that no one or more of such Holders shall have any right in
      any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or
      to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such
      direction is unduly prejudicial to any other Holder).

   

  Section 508          Unconditional Right of Holders to Receive
        Principal, Premium and Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium
      and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in
      accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.

   

  Section 509          Restoration of Rights and Remedies. If the
      Trustee or any Holder 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, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and
      the Holders shall continue as though no such proceeding had been instituted.

  
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  Section 510          Rights and Remedies Cumulative. Except as
      otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
      intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
      otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

   

  Section 511          Delay or Omission Not Waiver. No delay or
      omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
      right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

   

  Section 512          Control by Holders. 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 of exercising any trust or power conferred on
      the Trustee, with respect to the Securities of such series, provided that

   

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

   

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

   

  (3)          subject to the provisions of Section 601, the
      Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability.

   

  Section 513          Waiver of Past Defaults. Except as may
      otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, the Holders of not less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange
      offer for, Securities) of the Outstanding Securities of any series to be affected under this Indenture may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its
      consequences, except a default

   

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

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

   

  Upon any such waiver with respect to any series, such default shall
      cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, with respect to such series for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right
      consequent thereon. A waiver of any past default and its consequences given by or on behalf of any Holder of Securities in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such
      purchase, tender or exchange.

   

  Section 514          Undertaking for Costs. In any suit for the
      enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of
      such suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 514 nor the Trust Indenture
      Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security in
      accordance with its terms.

   

  Section 515          Waiver of Usury, Stay or Extension Laws. The
      Company and each Guarantor (if any) covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any 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 and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or
      advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

   

  Article VI

      THE TRUSTEE

   

  Section 601          Certain Duties and Responsibilities.

   

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

   

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

   

  (B)          the Trustee may in good faith conclusively rely, as
      to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
      which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

  
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  (2)          In case an Event of Default has occurred and is
      continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
      person’s own affairs.

   

  (3)          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

   

  (A)         this Subsection shall not be construed to limit the
      effect of the first paragraph of this Section 601;

   

  (B)         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;

   

  (C)         the Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to the time, method
      and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

   

  (D)         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.

   

  (4)          Whether or not therein expressly so provided,
      every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

   

  (5)          No provision of this Indenture shall require the
      Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders
      shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities that might be incurred by it in compliance with such request or direction.

   

  Section 602          Notice of Defaults. If a default or Event of
      Default occurs and is continuing hereunder with respect to Securities of any series, and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail (or when the Securities are Global Securities, send pursuant to the
      Applicable Procedures of the Depository) to the Holders of Securities of such series notice of such default or Event of default within 90 days after a Responsible Officer gains knowledge of the default or Event of Default unless such default or Event
      of Default shall have been cured or waived before the giving of such notice. Except in the case of a default or Event of Default in payment of principal of, premium or interest on Securities of any series, the Trustee may withhold the notice if and
      so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities of such series. For the purpose of this Section 602, Section 603 and Section 1005, the term “default”
      means, with respect to Securities of any series, 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.

  
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  Section 603          Certain Rights of Trustee. Subject to the
      provisions of Section 601:

   

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

   

  (2)          the Trustee need not investigate any fact or
      matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the
      requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it
      sees fit;

   

  (3)          any request or direction of the Company mentioned
      herein shall be sufficiently evidenced by a Company Request or Company Order and any request or direction of a Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor Request or Guarantor Order of such Guarantor, and any resolution
      of the Board of Directors shall be sufficiently evidenced by a Board Resolution and any resolution of a Guarantor’s Board of Directors may be sufficiently evidenced by a Guarantor’s Board Resolution;

   

  (4)          whenever in the administration of this Indenture
      the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) shall be entitled to receive and may, in the
      absence of bad faith on its part, conclusively rely upon, and shall not be liable for any action it takes or omits to take in good faith in reliance upon, an Officers’ Certificate or, if such matter relates to a Guarantor, a Guarantor’s Officers’
      Certificate of such Guarantor or an Opinion of Counsel;

   

  (5)          the Trustee shall not be responsible for the
      content or accuracy of any document provided to the Trustee, and shall not be required to recalculate, certify, or verify any numerical information unless expressly required under this Indenture;

  
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  (6)          the receipt and delivery of reports or other
      information provided to the Trustee or otherwise publicly available does not constitute actual or constructive knowledge or notice unless the Trustee has an explicit contractual obligation to review its content or the Trustee is required to prepare
      or review such information or determines that the review of such report is necessary to perform its express duties under this Indenture;

   

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

   

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

   

  (9)          the Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but
      the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Company and, if applicable, the Guarantors, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

   

  (10)        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 and shall not be responsible for the supervision of officers and employees of such agents or attorneys;

   

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

   

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

   

  (13)        the Trustee shall not be deemed to have notice of
      any default or Event of Default or be required to act (including the sending of notices) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the
      Trustee at the Corporate Trust Office of the Trustee by a Responsible Officer, and such notice references the Securities and this Indenture;

  
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  (14)        the rights, privileges, protections, immunities
      and benefits given to the Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder;

   

  (15)        the Trustee shall not be required to provide bond
      or other security with respect to the performance of its duties and powers;

   

  (16)        the Trustee shall have no obligation to pursue any
      action that is not in accordance with applicable law;

   

  (17)        the permissive rights of the Trustee enumerated
      herein shall not be construed as duties;

   

  (18)        if any party fails to deliver a notice relating to
      an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of
      the Trustee had actual knowledge of such event;

   

  (19)        under no circumstances shall the Trustee be liable
      in its individual capacity for the obligations evidenced by the Securities; and

   

  (20)        in no event shall the Trustee be liable for
      special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Trustee has been advised of the possibility of such losses or damages and regardless of the form of
      action.

   

  Section 604          Not Responsible for Recitals or Issuance of
        Securities. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The
      Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

   

  Section 605          May Hold Securities. The Trustee, any
      Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 608 and Section 613, may
      otherwise deal with the Company or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

  
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  Section 606          Money Held in Trust. Money held by the
      Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or by any other provision of this Indenture. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money
      received by it hereunder except as otherwise agreed in writing with the Company or any Guarantor.

   

  Section 607          Compensation and Reimbursement.

   

  (1)          The Company shall pay to the Trustee (in its
      capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Security Registrar) from time to time reasonable compensation as agreed upon in writing for its acceptance of this Indenture and services hereunder. The
      Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable and customary disbursements, advances and reasonable
      out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct as found by a court of competent jurisdiction. Such
      expenses shall include the reasonable and customary compensation, disbursements and expenses of the Trustee’s agents and counsel.

   

  (2)          The Company shall indemnify the Trustee in its
      capacity against any and all losses, costs, damages, liabilities, fees and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred by it arising out of or in connection with the acceptance or administration of its duties
      under this Indenture, including the costs and expenses (including reasonable attorneys’ fees and court costs) of enforcing this Indenture against the Company (including this Section 607) and defending itself against any claim (whether asserted by
      either of the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability, expense or cost is the result of the
      Trustee’s own negligence or willful misconduct as found by a court of competent jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not
      relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company shall be obligated to pay the
      reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as
      reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. None of the Company nor the Guarantors need reimburse the Trustee for any expense or
      indemnity against liability or loss of the Trustee to the extent such expense, liability or loss is the result of its own negligence or willful misconduct as found by a court of competent jurisdiction.

   

  (3)          As security for the performance of the
      obligations of the Company under this Section 607 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, if any) or interest on Securities of such series. Such lien shall survive satisfaction and discharge of this Indenture.

  
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  (4)          Without limiting any rights available to the
      Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) and Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and
      the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. To the extent that the payment of any such compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under this Section 607 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien
      on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or
      otherwise.

   

  (5)          The obligations of the Company under the
      provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

   

  Section 608          Conflicting Interests. If the Trustee has or
      shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and
      this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

   

  Section 609          Corporate Trustee Required; Eligibility.
      There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the
      Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually,
      pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be
      its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section
      609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

   

  Section 610          Resignation and Removal; Appointment of
        Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable
      requirements of Section 611.

  
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  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 611 shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation,
      the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

   

  The Trustee may be removed at any time with respect to the Securities of
      any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not
      have been delivered to the Trustee within 30 days after the giving of a notice of removal pursuant to this paragraph, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
      successor Trustee with respect to the Securities of such series.

   

  If at any time:

   

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

   

  (2)          the Trustee shall cease to be eligible under
      Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

   

  (3)          the Trustee shall become incapable of acting 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, (A) the Company by a Board Resolution may remove the Trustee with
      respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
      the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

   

  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 a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of
      that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
      particular series) and shall comply with the applicable requirements of Section 611. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the
      Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. If, within one year after such resignation, removal or
      incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the
      Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, 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 and accepted appointment in
      the manner required by Section 611, any Holder 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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  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 to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall
      include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

   

  Section 611          Acceptance of Appointment by Successor. In
      case of the appointment hereunder of a successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, any Guarantor and to the retiring Trustee an instrument accepting such
      appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
      retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the
      retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

   

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

  
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  Upon request of any such successor Trustee, the Company and any
      Guarantor 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 the first or second preceding paragraph, as the case may be.

   

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

   

  Section 612          Merger, Conversion, Consolidation or Succession
        to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
      corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the
      execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities 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 613          Preferential Collection of Claims Against
        Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the
      Company (or any such other obligor).

   

  Section 614          Appointment of Authenticating Agent. The
      Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange,
      registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with
      respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,
      authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of
      condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign
      immediately in the manner and with the effect specified in this Section 614.

  
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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 to the corporate agency or corporate trust
      business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 614, without the execution or filing of any paper or any further act on the part of the
      Trustee, the Company, the Authenticating Agent or such successor corporation.

   

  An Authenticating Agent may resign at any time by giving written notice
      thereof to the Trustee and to 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 to the Company. Upon receiving such a notice of resignation or
      upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent with respect to any series of
      Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment
      hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the
      provisions of this Section 614.

   

  The Company agrees to pay to each Authenticating Agent from time to time
      reasonable compensation for its services under this Section 614.

   

  If an appointment is made pursuant to this Section 614 with respect to
      Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

   

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

   

  

  	 	[_______________],
	 	as Trustee
	 	 	 
		By	[NAME OF AUTHENTICATING AGENT],

            as Authenticating Agent
	 	 	 


  	 	By:	     


  

  		Authorized Signatory


  

  

  
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  Article VII

      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

   

  Section 701          Company to Furnish Trustee Names and Addresses
        of Holders. The Company will furnish or cause to be furnished to the Trustee

   

  (1)          semi-annually, not later than May 15 and November
      15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the immediately preceding May 1 or November 1 as the case may be, 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;

   

  excluding from any such list names and addresses received by the Trustee in its capacity as
      Security Registrar.

   

  Section 702          Preservation of Information; Communications to
        Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of
      Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

   

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

   

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

   

  Section 703           Reports by Trustee. The Trustee shall
      transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

   

  Reports so required to be transmitted at stated intervals of not more
      than 12 months shall be transmitted no later than April 15 and shall be dated as of April 1 in each calendar year, commencing in 2023.

   

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

  
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  Section 704          Reports by Company and Guarantors. The
      Company and any Guarantor shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, if any, at the times
      and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act need not be filed with the Trustee until the 15th
      day after the same are actually filed with the Commission. The Company and any Guarantor will be deemed to have furnished such reports to the Trustee if it has filed such reports with the SEC using the EDGAR filing system and such reports are
      publicly available. The Trustee has no duty or obligation to monitor if such information, documents and other reports have been so filed or are publicly available. Delivery of such reports, information and documents to the Trustee is for
      informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the compliance by the Company or any Guarantor
      with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates or Guarantor’s Officers’ Certificates, as the case may be).

   

  Article VIII

      CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE

   

  Section 801          Company May Consolidate, Etc., Only on Certain
        Terms. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets on a consolidated basis
      to, any Person, unless:

   

  (1)          the resulting, surviving or transferee Person
      (the “Successor Company”) shall be a corporation, limited liability company, partnership, trust or other entity organized and validly existing under the laws of the United States, any State thereof or the District of Columbia;

   

  (2)          the Successor Company (if not the Company) shall
      expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the
      performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in
      accordance with its terms;

   

  (3)          immediately after giving effect to such
      transaction and treating any indebtedness that becomes an obligation of the Company or any 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, and
      no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

  
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  (4)          the Company has delivered to the Trustee an
      Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, 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 provided for in this Indenture relating to such transaction have been complied with.

   

  Section 802          Successor Substituted. Upon any
      consolidation of the Company with, or merger of the Company with or into, or any sale, conveyance, transfer or lease of all or substantially all the properties and assets of the Company on a consolidated basis to, any Person, in each case in
      accordance with Section 801, the Successor Company 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 the Successor Company had been named as the Company
      herein, and thereafter the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, except in the case of a lease of all or substantially all of the properties and assets of the Company on a
      consolidated basis, in which case the predecessor Company shall not be released from the obligation to pay the principal of, any premium on, and interest on the Securities.

   

  Article IX

      SUPPLEMENTAL INDENTURES

   

  Section 901          Supplemental Indentures Without Consent of
        Holders. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, without the consent of any Holders, the Company, each of the Guarantors, and the Trustee, at any time and from time to time,
      may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

   

  (1)          to evidence the succession of another Person to
      the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; or

   

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

   

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

  
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  (4)          to add to or change any of the provisions of this
      Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of
      Securities in uncertificated form; or

   

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

   

  (6)          to secure the Securities or any Guarantees; or

   

  (7)          to establish the form or terms of all or any
      Securities of any series and any Guarantees thereof as permitted by Section 201 and Section 301; or

   

  (8)          to evidence and provide for the acceptance of
      appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
      hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

   

  (9)          to add to or change any of the provisions of this
      Indenture with respect to any Securities that by their terms may be converted into securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such
      Securities; or

   

  (10)        to add any Person as a Guarantor under this
      Indenture, to add additional Guarantees or additional Guarantors in respect of any Outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and
      its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture; or

   

  (11)        to conform the text of this Indenture or any
      Securities to any provision of the “Description of Debt Securities” or “Description of the Notes” (or comparable) section in any offering memorandum, prospectus or prospectus supplement of the Company prepared from time to time with respect to the
      offer and sale of Securities of any series, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture or the Securities, which intent will be established by an Officers’ Certificate; or

   

  (12)        to cure any ambiguity, to correct or supplement
      any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this Clause (12)
      shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

  
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  The Trustee is hereby authorized to join with the Company and the
      Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property
      thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

   

  Section 902          Supplemental Indentures With Consent of Holders.
      Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series or Guarantees thereof, with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a
      purchase of, or tender offer or exchange offer for, Securities) of the Outstanding Securities of all series affected by such supplemental indenture (considered together as one class for this purpose and such affected Securities potentially being
      Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
      Resolution, each of the Guarantors when authorized by a Guarantor’s Board Resolution of such Guarantor, 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 any Guarantees of such Securities; provided, however, that no such supplemental
      indenture shall, without the consent of the Holder of each Outstanding Security affected thereby (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities);

   

  (1)          change the Stated Maturity of the principal of,
      or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue
      Discount Security or any other Security that would be due and payable upon acceleration of the Maturity thereof pursuant to Section 502, or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would not be
      permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the
      Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the ranking of the Securities of any series; or

   

  (2)          if any Security provides that the Holder may
      require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein; or

   

  (3)          reduce the percentage in principal amount of the
      Outstanding Securities of any one or more series (considered separately or together as one class, as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of whose Holders is
      required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or

  
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  (4)          if any Security is guaranteed by the Guarantee of
      any Guarantor, release such Guarantor from any of its obligations under such Guarantee except in accordance with the terms of this Indenture; or

   

  (5)          modify any of the provisions of this Section 902,
      Section 513 or Section 1006, 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; provided,
      however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the “Trustee” and concomitant changes in this Section 902 and Section 1006, or the deletion of this proviso,
      in accordance with the requirements of Section 611 and Section 901(8).

   

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

   

  It shall not be necessary for any Act of Holders under this Section 902
      to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A consent to any indenture supplemental hereto by or on behalf of any Holder of Securities given in
      connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase, tender or exchange.

   

  Section 903          Execution of Supplemental Indentures. In
      executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section
      601) shall be fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate and Guarantor’s Officers’ Certificate, as the case may be, stating that the execution of such supplemental indenture is authorized or permitted by this
      Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company and any Guarantors, enforceable against each of them in accordance with its terms. The Trustee may, but shall not be obligated to, enter
      into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

   

  Section 904          Effect of Supplemental Indentures. Upon the
      execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or
      thereafter authenticated and delivered hereunder shall be bound thereby.

  
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  Section 905          Conformity with Trust Indenture Act. Every
      supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

   

  Section 906          Reference in Securities to Supplemental
        Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any
      matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and
      executed by the Company and, if applicable, the Guarantors and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

   

  Section 907          Waivers. Except as may otherwise be provided
      pursuant to Section 301 for all or any specific Securities of any series, past defaults and compliance with certain provisions of this Indenture may be waived in certain circumstances by Holders are provided in Section 513 and Section 1006,
      respectively.

   

  Article X

      COVENANTS

   

  Section 1001        Payment of Principal, Premium and Interest.
      The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this
      Indenture.

   

  Section 1002        Maintenance of Office or Agency. The Company
      will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or
      exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written
      notice to the Trustee of the location, and any change in the location, of 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; provided, however, that the Trustee shall not be deemed an agent of the Company for service of legal process and no office of the
      Trustee shall be an office or agency of the Company for the purposes of service of legal process on the Company or any Guarantor.

   

  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 will give prompt written notice to the Trustee of any such designation or rescission and
      of any change in the location of any such other office or agency.

  
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  With respect to any Global Security, and except as otherwise may be
      specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or
      exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security
      shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.

   

  Section 1003       Money for Securities Payments to Be Held in Trust.
      If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in
      trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly
      notify the Trustee of its action or failure so to act.

   

  Whenever the Company shall have one or more Paying Agents for any series
      of Securities, it will, on or prior to 12:30 P.M., New York City time, on each due date of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant
      to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the
      Trustee of its action or failure so to act.

   

  The Company will cause each Paying Agent 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 1003, that such Paying Agent will (1) comply with the provisions of the
      Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
      upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

   

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

   

  Subject to applicable escheat laws, any money deposited with the Trustee
      or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and
      payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment
      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

  
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  Section 1004        Corporate Existence. Subject to Article VIII,
      the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory), licenses and franchises; provided, however, that the Company will not be required to
      preserve any such right, license or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

   

  Section 1005        Statement by Officers as to Default. The
      Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating that a review of the activities of the Company and any Guarantors during the
      preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and each Guarantor (if any) has kept, observed, performed and fulfilled its obligations under this Indenture with respect
      to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company and each Guarantor (if any) has kept, observed, performed and
      fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of
      such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing,
      describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company or such Guarantor is taking or propose to take with respect thereto).

   

  Section 1006        Waiver of Certain Covenants. Except as
      otherwise provided pursuant to Section 301 for all or any Securities of any series, the Company may, with respect to all or any Securities of any series, omit in any particular instance to comply with any covenant, term, provision or condition set
      forth in this Indenture for the benefit of the Holders of such series if, before the time for such compliance, the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange
      offer for, Securities) of all Outstanding Securities affected by such waiver (considered together as one class for this purpose and such affected Securities potentially being Securities of the same or different series and, with respect to any
      particular series, potentially comprising fewer than all the Securities of such series) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant, term, provision or condition, but
      no such waiver shall extend to or affect such covenant, 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 covenant, term, provision or condition shall remain in full force and effect, and no such waiver may be granted if a waiver of a past default under such covenant, term, provision or condition could not be granted pursuant to Section 513 or
      if such waiver would be prohibited by Section 508. A waiver of compliance given by or on behalf of any Holder of Securities in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by
      such purchase, tender or exchange.

  
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  Article XI

      REDEMPTION OF SECURITIES

   

  Section 1101        Applicability of Article. Securities of any
      series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

   

  Section 1102        Election to Redeem; Notice to Trustee. The
      election of the Company to redeem any Securities shall be established in or pursuant to a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. If the Company elects to redeem any Securities, the Company
      shall, at least 5 Business Days prior to the giving of notice of redemption (unless a shorter notice shall be satisfactory to the Trustee), give written notice to the Trustee setting forth (i) the clause of this Indenture pursuant to which the
      redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities to be redeemed, (iv) the Redemption Price and (v) whether the Company requests the Trustee to give notice of such redemption. In the case of any redemption of
      Securities (1) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company that is subject to a condition specified in the terms
      of the Securities of the series to be redeemed, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. Redemptions may be conditioned upon the occurrence of conditions precedent
      with respect to the redemption.

   

  Section 1103        Selection by Trustee of Securities to Be Redeemed.
      If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected 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 (or when the Securities are Global Securities, selected pursuant to the Applicable Procedures of the Depositary) and which may provide for the selection for redemption of a portion of the principal amount of
      any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

   

  If any Security selected for partial redemption is converted in part
      before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as it may be) to be the portion selected for redemption. Securities that have been
      converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.

   

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

   

  The provisions of the two preceding paragraphs shall not apply with
      respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

  
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  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 amount of such Securities that has been or is to be redeemed.

   

  Section 1104        Notice of Redemption. Notice of redemption
      shall be given in the manner provided in Section 106 not less than 10 days nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for the relevant Securities), to each Holder of
      Securities to be redeemed, at his address appearing in the Security Register; provided, however, notice of redemption may be given more than 60 days prior to the Redemption Date when Securities are to be redeemed pursuant to Article IV of this
      Indenture.

   

  All notices of redemption shall identify the Securities to be redeemed
      (including CUSIP numbers, if any) and shall state:

   

  (1)          the Redemption Date,

   

  (2)          the Redemption Price,

   

  (3)          if less than all the Outstanding Securities of
      any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the
      Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

   

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

   

  (5)          the place or places where each such Security is
      to be surrendered for payment of the Redemption Price,

   

  (6)          the conditions precedent for the redemption, if
      any,

   

  (7)          for any Securities that by their terms may be
      converted, the terms of conversion, the date on which the right to convert the Security to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion, and

   

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

   

  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.

  
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  Section 1105        Deposit of Redemption Price. Prior to 11:00
      A.M., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money
      sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities that are to be redeemed on that date, other than any Securities called for redemption on that
      date which have been converted prior to the date of such deposit.

   

  If any Security called for redemption is converted, any money deposited
      with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last
      paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

   

  Section 1106        Securities Payable on Redemption Date. Notice
      of redemption having been given as aforesaid, unless the conditions precedent described in the notice of redemption for the redemption have not been satisfied, 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. Upon surrender of any such Security for
      redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
      installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
      according to their terms and the provisions of Section 307.

   

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

   

  Section 1107        Securities Redeemed in Part. Any Security
      that is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly
      executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same
      series and of like tenor, 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.

   

  Section 1108        No Limit on Repurchases. Nothing in this
      Indenture or the Securities shall prohibit or limit the right of the Company or any Affiliate of the Company to repurchase Securities from time to time at any price in open market purchases or private transactions at negotiated prices, by tender
      offer or otherwise, in each case without any notice to or consent by Holders. Any Securities purchased by the Company or any Affiliate of the Company may, to the extent permitted by law and at the discretion of the Company, be held, resold or
      delivered to the Trustee for cancellation. Any such Securities delivered to the Trustee for cancellation may not be resold and shall be disposed of as directed by Company Order.

  
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  Article XII

      SINKING FUNDS

   

  Section 1201         Applicability of Article. The provisions of
      this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

   

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

   

  Section 1202        Satisfaction of Sinking Fund Payments with
        Securities. The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series that have been converted in accordance with their terms or that
      have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or
      any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so
      credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed (or at such other prices as may
      be specified for such Securities as contemplated in Section 301), for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

   

  Section 1203        Redemption of Securities for Sinking Fund.
      Not less than 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
      ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, that is to be satisfied by payment of cash and the portion thereof, if any, that is to be satisfied by delivering and crediting
      Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking
      fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the
      redemption of such Securities shall be made upon the terms and in the manner stated in Section 1106 and Section 1107.

  
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  Article XIII

      DEFEASANCE AND COVENANT DEFEASANCE

   

  Section 1301         Company’s Option to Effect Defeasance or
        Covenant Defeasance.

   

  Unless otherwise designated pursuant to Section 301, the Securities of
      any series of Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 1302 or Section 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set
      forth below in this Article. The Company may elect, at its option, at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities so subject to Defeasance or Covenant Defeasance. Any such election shall be
      evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

   

  Section 1302        Defeasance and Discharge. Upon the Company’s
      exercise of its option (if any) to have this Section 1302 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided
      in this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be
      deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all their other respective obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee,
      at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely
      from the trust fund described in Section 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities
      in accordance with their terms, (2) the obligations of the Company with respect to such Securities under Section 304, Section 305, Section 306, Section 1002 and Section 1003, and, if applicable, their obligations with respect to the conversion of
      such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. If the Company exercises its Defeasance option, payment of the Securities may not be accelerated because of an Event of Default with
      respect to the Securities. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302 applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303
      applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall be automatically and unconditionally released and discharged from all of its obligations
      under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the
      Holders of any Securities.

  
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  Section 1303        Covenant Defeasance. Upon the Company’s
      exercise of its option (if any) to have this Section 1303 applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Section 1004 and any covenants provided pursuant to
      Section 301(18), Section 901(2), Section 901(6) or Section 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section 501(4) (with respect to Section 1004 and any such covenants provided pursuant
      to Section 301(18), Section 901(2), Section 901(6) or Section 901(7) and Section 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on and after the date
      the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”)). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company and any Guarantor may omit to comply
      with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere
      herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities thereof shall be unaffected thereby. If the Company exercises
      its Covenant Defeasance option, payment of the Securities may not be accelerated because of, and a default or Event of Default shall be deemed not to exist as a result of or to arise out of, an Event of Default with respect to the failure of the
      Company to comply with the covenant set forth in Section 1004 or any covenants provided pursuant to Section 301(18), Section 901(2), Section 901(6) or Section 901(7). Upon the effectiveness of Covenant Defeasance with respect to any series of
      Securities, each Guarantor of the Securities of such series shall be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under
      this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

   

  Section 1304         Conditions to Defeasance or Covenant Defeasance.
      The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

   

  (1)          The Company shall irrevocably have deposited or
      caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the
      following payments, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations 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, money in an amount, or (C) such other obligations or arrangements as may be specified as contemplated by Section 301 with respect to such Securities, or (D) a
      combination thereof, in each case sufficient (except in the case of clause (A), in the opinion of a nationally recognized firm of independent public accountants expressing its opinion (or if a nationally recognized independent accounting firm
      declines or refuses to express such opinion, a certificate from the chief financial officer of the Company expressing his or her opinion) that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government
      Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case
      may be, expressed in a written certification thereof delivered to the Trustee) to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest
      on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the
      United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
      America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any
      depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such
      depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

  
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  (2)          In the event of an election to have Section 1302
      apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) stating that (A) the Company has received from, or there
      has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
      shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal
      income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

   

  (3)          In the event of an election to have Section 1303
      apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the Holders of such Securities will
      not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the
      same times as would be the case if such deposit and Covenant Defeasance were not to occur.

   

  (4)          No Event of Default with respect to such
      Securities or any other Securities (other than such an Event of Default with respect to such Securities resulting solely from the incurrence of indebtedness or other borrowing of funds, or the grant of liens securing such indebtedness or other
      borrowing, all or a portion of which are to be applied to such deposit) shall have occurred and be continuing at the time of such deposit.

  
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  (5)          Such Defeasance or Covenant Defeasance shall not
      result in a breach of, or constitute a default under, any other agreement or instrument (other than this Indenture insofar as such Securities are concerned) to which the Company is a party or by which it is bound.

   

  (6)          The Company shall have delivered to the Trustee
      an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding
      creditors of the Company.

   

  (7)          The Company shall have delivered to the Trustee
      an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

   

  Upon satisfaction of the conditions set forth herein and upon request of
      the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

   

  Section 1305        Deposited Money and U.S. Government Obligations
        to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money, U.S. Government Obligations and other obligations (including the proceeds thereof) deposited with the Trustee or other
      qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in
      trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent or any Guarantor of the
      Securities of the applicable series or any Subsidiary or Affiliate of the Company or any such Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of
      principal and any premium and interest, but money and U.S. Government Obligations so held in trust need not be segregated from other funds except to the extent required by law.

   

  The Company shall pay and indemnify the Trustee against any tax, fee or
      other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
      the Holders of Outstanding Securities.

   

  Anything in this Article to the contrary notwithstanding, the Trustee
      shall deliver or pay to the Company from time to time upon Company Request any money, U.S. Government Obligations or other obligations held by it as provided in Section 1304 with respect to any Securities that are in excess of the amount thereof
      which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

  
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  Section 1306        Reinstatement. If the Trustee or the Paying
      Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
      respective obligations under this Indenture and such Securities and, if applicable, Guarantees of such Securities from which the Company and the applicable Guarantors have been discharged or released pursuant to Section 1302 or Section 1303 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 1305 with respect to
      such Securities in accordance with this Article; provided, however, that if the Company or any Guarantor makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company or
      such Guarantor, as the case may be, 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.

   

  _______________

   

  This Indenture may be executed in any number of counterparts, each of which so executed
      shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of this Indenture by facsimile or electronic transmission shall be equally as effective as
      delivery of an original executed counterpart of this Indenture. Any party delivering an executed counterpart of this Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Indenture, but failure
      to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Indenture. This Indenture (and any document executed in connection with this Indenture) shall be valid, binding, and enforceable
      against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the
      Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned,
      or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party
      hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or
      otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended
      character of the writings.

   

  
    71 

    
      
 

  

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

   

  

  	 	THRYV HOLDINGS, INC.
	 	 	 
	 	By:	                    
	 	Name:
	 	Title:


   

  Indenture Signature Page

  

  
     

    
      
 

  

   

  

  	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 	 
	 	By:	                       
	 	Name
	 	Title:


   

  Indenture Signature Page