Exhibit 4.5


 


VACCITECH PLC


 


TO


 


Trustee


 


Indenture


 


Dated as of         , 20


 


Subordinated Debt Securities


 


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	2
	SECTION 101.	Definitions	  2
	SECTION 102.	Compliance Certificates and Opinions	10
	SECTION 103.	Form of Documents Delivered to Trustee	10
	SECTION 104.	Acts of Holders	10
	SECTION 105.	Notices, etc., to Trustee and Company	12
	SECTION 106.	Notice to Holders; Waiver	12
	SECTION 107.	Counterparts; Effect of Headings and Table of Contents	13
	SECTION 108.	Successors and Assigns	13
	SECTION 109.	Severability Clause	13
	SECTION 110.	Benefits of Indenture	13
	SECTION 111.	Governing Law	13
	SECTION 112.	Legal Holidays	13
	SECTION 113.	Limited Liability; Immunity of Shareholders, Directors, Officers and Agents of the Company	13
	SECTION 114.	Conflict with Trust Indenture Act	14
	 	 
	ARTICLE TWO - SECURITIES FORMS	  14
	SECTION 201.	Forms of Securities	

                                                                                 14

	SECTION 202.	Form of Trustee’s Certificate of Authentication	14
	SECTION 203.	Securities Issuable in Global Form	14
	 	 
	ARTICLE THREE - THE SECURITIES	15
	SECTION 301.	Amount Unlimited; Issuable in Series	15
	SECTION 302.	Denominations	17
	SECTION 303.	Execution, Authentication, Delivery and Dating	18
	SECTION 304.	Temporary Securities	19
	SECTION 305.	Registration, Registration of Transfer, Conversion and Exchange	21
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	23
	SECTION 307.	Payment of Interest; Interest Rights Preserved	24
	SECTION 308.	Persons Deemed Owners	25
	SECTION 309.	Cancellation	26
	SECTION 310.	Computation of Interest	26
	SECTION 311.	CUSIP Numbers	26
	 	 
	ARTICLE FOUR - SATISFACTION AND DISCHARGE	  26
	SECTION 401.	Satisfaction and Discharge of Indenture	26
	SECTION 402.	Application of Trust Funds	27


 






     


     


    

 


	ARTICLE FIVE - REMEDIES	      28
	SECTION 501.	Events of Default	28
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	29
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	29
	SECTION 504.	Trustee May File Proofs of Claim	30
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	31
	SECTION 506.	Application of Money Collected	31
	SECTION 507.	Limitation on Suits	31
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	31
	SECTION 509.	Restoration of Rights and Remedies	32
	SECTION 510.	Rights and Remedies Cumulative	32
	SECTION 511.	Delay or Omission Not Waiver	32
	SECTION 512.	Control by Holders of Securities	32
	SECTION 513.	Waiver of Past Defaults	32
	SECTION 514.	Waiver of Usury, Stay or Extension Laws	32
	SECTION 515.	Undertaking for Costs	33
	 	 
	ARTICLE SIX - THE TRUSTEE	33
	SECTION 601.	Notice of Defaults	33
	SECTION 602.	Certain Rights of Trustee	33
	SECTION 603.	Not Responsible for Recitals or Issuance of Securities	35
	SECTION 604.	May Hold Securities	35
	SECTION 605.	Money Held in Trust	35
	SECTION 606.	Compensation and Reimbursement	35
	SECTION 607.	Corporate Trustee Required; Eligibility; Conflicting Interests	35
	SECTION 608.	Resignation and Removal; Appointment of Successor	36
	SECTION 609.	Acceptance of Appointment by Successor	37
	SECTION 610.	Merger, Conversion, Consolidation or Succession to Business	38
	SECTION 611.	Appointment of Authenticating Agent	38
	SECTION 612.	Certain Duties and Responsibilities of the Trustee	39
	 	 
	ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	40
	SECTION 701.	Disclosure of Names and Addresses of Holders	40
	SECTION 702.	Reports by Trustee	40
	SECTION 703.	Reports by Company	40
	SECTION 704.	Company to Furnish Trustee Names and Addresses of Holders	41
	 	 
	ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	41
	SECTION 801.	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	41
	SECTION 802.	Rights and Duties of Successor Corporation	41
	SECTION 803.	Officers’ Certificate and Opinion of Counsel	41
	 	 
	ARTICLE NINE - SUPPLEMENTAL INDENTURES	42
	SECTION 901.	Supplemental Indentures Without Consent of Holders	42
	SECTION 902.	Supplemental Indentures with Consent of Holders	44
	SECTION 903.	Execution of Supplemental Indentures	44
	SECTION 904.	Effect of Supplemental Indentures	44
	SECTION 905.	Conformity with Trust Indenture Act	44
	SECTION 906.	Reference in Securities to Supplemental Indentures	45
	 	 
	ARTICLE TEN - COVENANTS	45
	SECTION 1001.	Payment of Principal, Premium or Make-Whole Amount, if any; and Interest	45
	SECTION 1002.	Maintenance of Office or Agency	45
	SECTION 1003.	Money for Securities Payments to Be Held in Trust	46


 






     


     


    

 


	SECTION 1004.	Existence	47
	SECTION 1005.	Statement as to Compliance	47
	SECTION 1006.	Waiver of Certain Covenants	47
	 	 
	ARTICLE ELEVEN - REDEMPTION OF SECURITIES	47
	SECTION 1101.	Applicability of Article	47
	SECTION 1102.	Election to Redeem; Notice to Trustee	47
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	48
	SECTION 1104.	Notice of Redemption	48
	SECTION 1105.	Deposit of Redemption Price	49
	SECTION 1106.	Securities Payable on Redemption Date	49
	SECTION 1107.	Securities Redeemed in Part	50
	 	 
	ARTICLE TWELVE - SINKING FUNDS	50
	SECTION 1201.	Applicability of Article	50
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	50
	SECTION 1203.	Redemption of Securities for Sinking Fund	50
	 	 
	ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS	51
	SECTION 1301.	Applicability of Article	51
	SECTION 1302.	Repayment of Securities	51
	SECTION 1303.	Exercise of Option	51
	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable	52
	SECTION 1305.	Securities Repaid in Part	52
	 	 
	ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE	52
	SECTION 1401.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	52
	SECTION 1402.	Defeasance and Discharge	52
	SECTION 1403.	Covenant Defeasance	53
	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance	53
	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	54
	 	 
	ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES	55
	SECTION 1501.	Purposes for Which Meetings May Be Called	55
	SECTION 1502.	Call, Notice and Place of Meetings	55
	SECTION 1503.	Persons Entitled to Vote at Meetings	55
	SECTION 1504.	Quorum; Action	56
	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	56
	SECTION 1506.	Counting Votes and Recording Action of Meetings	57
	 	 
	ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES	57
	SECTION 1601.	Agreement to Subordinate	57
	SECTION 1602.	Payment Over of Proceeds upon Dissolution, Etc	57
	SECTION 1603.	No Payment When Senior Indebtedness in Default.	58
	SECTION 1604.	Reliance by Senior Indebtedness on Subordination Provisions	59
	SECTION 1605.	Subrogation to Rights of Holders of Senior Indebtedness	59
	SECTION 1606.	Provisions Solely to Define Relative Rights	59
	SECTION 1607.	Trustee to Effectuate Subordination	60
	SECTION 1608.	No Waiver of Subordination Provisions	60
	SECTION 1609.	Notice to Trustee	60
	SECTION 1610.	Reliance on Judicial Order or Certificate of Liquidating Agent	61
	SECTION 1611.	Trustee Not Fiduciary for Holders of Senior Indebtedness	61
	SECTION 1612.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	61
	SECTION 1613.	Article Applicable to Paying Agents	61


 






     


     


    

  


	ARTICLE SEVENTEEN - CONVERSION OF SECURITIES	61
	SECTION 1701.	Applicability of Article; Conversion Privilege and Conversion Price	61
	SECTION 1702.	Exercise of Conversion Privilege	62
	SECTION 1703.	Fractions of Shares	63
	SECTION 1704.	Adjustment of Conversion Price	63
	SECTION 1705.	Notice of Adjustments of Conversion Price	65
	SECTION 1706.	Notice of Certain Corporate Action	65
	SECTION 1707.	Company to Reserve Ordinary Shares	66
	SECTION 1708.	Taxes on Conversion	66
	SECTION 1709.	Covenants as to Ordinary Shares	66
	SECTION 1710.	Cancellation of Converted Securities	66
	SECTION 1711.	Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions	66
	SECTION 1712.	Trustee Adjustment Disclaimer; Company Determination Final	67
	SECTION 1713.	When No Adjustment Required	68
	SECTION 1714.	Equivalent Adjustments	68


 






     


     


    

 


VACCITECH PLC


 


Reconciliation and tie between the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act” or “TIA”) and the Indenture, dated as of ________, 20___.


 


	Trust Indenture
 Act Section
	 	Indenture
 Section	 
	§310(a)(1)	 	 	607	 
	(a)(2)	 	 	607	 
	(b)	 	 	607, 608	 
	§312(c)	 	 	701	 
	§313(a)	 	 	702	 
	(c)	 	 	702	 
	§314(a)	 	 	703	 
	(a)(4)	 	 	1005	 
	(c)(1)	 	 	102	 
	(c)(2)	 	 	102	 
	(e)	 	 	102	 
	§315(b)	 	 	601	 
	§ 316(a) (last sentence) 101(“Outstanding”)	 	 	 	 
	(a)(1)(A)	 	 	502, 512	 
	(a)(1)(B)	 	 	513	 
	(b)	 	 	508	 
	§317(a)(1)	 	 	503	 
	(a)(2)	 	 	504	 
	§318(a)	 	 	111	 
	(c)	 	 	111	 



 


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


 


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


 


INDENTURE, dated as of ________, 20___, between VACCITECH PLC, a company
incorporated under the laws of England and Wales (hereinafter called the “Company”), having its principal office at Unit 6-10,
Zeus Building Rutherford Avenue, Harwell, Didcot, United Kingdom, OX11 0DF, and _______, as Trustee hereunder (hereinafter called the
 “Trustee”), having a Corporate Trust Office at ________.


 






    	 	1	 



     


    

 


RECITALS OF THE COMPANY


 


The Company deems it necessary to issue from time to time for its lawful
purposes subordinated debt securities (hereinafter called the “Securities”) evidencing its unsecured and subordinated indebtedness,
and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities,
to be issued in one or more Series as provided in this Indenture.


 


This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act” or “TIA”), that are deemed to be incorporated into this Indenture
and shall, to the extent applicable, be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION


 


SECTION 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or 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 which are defined in
the TIA, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transactions”
and “self-liquidating paper,” as used in TIA Section 311, shall have the meanings assigned to them in the rules of
the Commission adopted under the TIA;


 


(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP;


 


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


 


(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.


 


“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.


 


“Authenticating Agent” means any Person authorized
by the Trustee pursuant to Section 611 hereof to act on behalf of the Trustee to authenticate Securities of one or more Series.


 


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


 






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


 


“Bearer Security” means any Security established
pursuant to Section 201 which is payable to the bearer.


 


“Board of Directors” when used with reference to
the Company, means the board of directors of the Company, or any committee of that board duly authorized to act hereunder, or any director
or directors and/or officer or officers of the Company, to whom the board or committee shall have duly delegated its authority.


 


“Board Resolution” means a copy of (1) a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or a duly authorized
committee of the Board of Directors and to be in full force and effect on the date of such certification, or (2) a certificate signed
by the director or directors and/or officer or officers to whom the Board of Directors shall have duly delegated its authority, together
with 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 authorizing such delegation, and, in each case, delivered to the
Trustee.


 


“Business Day,” when used with respect to any Place
of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities issued pursuant to Section 301, any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in that Place of Payment or particular location are authorized or required by law, regulation
or executive order to close.


 


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


 


“Closing Price” means the closing price of an American
Depositary Share of the Company as reported on the Nasdaq Global Market.


 


“Code” means the Internal Revenue Code of 1986,
as amended, and the regulations thereunder.


 


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


 


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


 


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


 


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


 


“Constituent Person” has the meaning specified in
Section 1711.


 


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


 


“Conversion Price” has the meaning specified in
Section 1701.


 






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


 


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


 


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


 


“Covenant Defeasance” has the meaning specified
in Section 1403.


 


“Custodian” has the meaning specified in Section 501.


 


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


 


“Defeasance” has the meaning specified in Section 1402.


 


“Distribution Record Date” has the meaning specified
in Section 1711.


 


“Dividend Record Date” has the meaning specified
in Section 1704.


 


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


 


“DTC” means The Depository Trust Company and any
successor to DTC in its capacity as depository for any Securities.


 


“Euroclear” means Morgan Guaranty Trust Company
of New York, Brussels office, or its successor, as operator of the Euroclear System.


 


“Event of Default” has the meaning specified in
Article Five.


 


“Exchange Act” means the Securities Exchange Act
of 1934, as amended, as in force at the date as of which this Indenture was executed; provided, however, that in the event
the Exchange Act is amended after such date, “Exchange Act” means to the extent required by any such amendment, the Exchange
Act as so amended.


 


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


 


“FINRA” means the Financial Industry Regulatory
Authority, Inc.


 


“Foreign Currency” means any currency, currency
unit or composite currency, issued by the government of one or more countries other than the United States of America or by any recognized
confederation or association of such governments.


 


“GAAP” means, except as otherwise provided herein,
generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis.


 


“Global Security” means a Security evidencing all
or a part of a series of Securities issued to and registered in the name of the depository for such series, or its nominee, in accordance
with Section 305, and bearing the legend prescribed in Section 203.


 


“Government Obligations” means (i) securities
which are (A) direct obligations of the United States of America or the government which issued the Foreign Currency in which the
Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (B) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government which
issued the Foreign Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America or such other government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and (iii) a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by
such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced
by such depository receipt.


 






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“Guaranty” by any Person means any Obligation, contingent
or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including, without limitation, every Obligation of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the
holder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided,
however, that a Guaranty by any Person shall not include endorsements by such Person for collection or deposit, in either case
in the ordinary course of business. The terms “Guaranteed,” “Guaranteeing” and “Guarantor”
shall have meanings correlative to the foregoing.


 


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


 


“Indebtedness” means, with respect to any Person,
without duplication, (i) any Obligation of such Person relating to any indebtedness of such Person (A) for borrowed money (whether
or not the recourse of the lender is to the whole of the assets, of such person or only to a portion thereof), (B) evidenced by notes,
debentures or similar instruments (including purchase money obligations) given in connection with the acquisition of any property or assets
(other than trade accounts payable for inventory or similar property acquired in the ordinary course of business), including securities,
for the payment of which such Person is liable, directly or indirectly, or the payment of which is secured by a lien, charge or encumbrance
on property or assets of such Person, (C) for goods, materials or services purchased in the ordinary course of business (other than
trade accounts payable arising in the ordinary course of business), (D) with respect to letters of credit or bankers acceptances
issued for the account of such Person or performance, surety or similar bonds, (E) for the payment of money relating to a capitalized
lease Obligation or (F) under interest rate swaps, caps or similar agreements and foreign exchange contracts, currency swaps or similar
agreements; (ii) any liability of others of the kind described in the preceding clause (i), which such Person has Guaranteed or which
is otherwise its legal liability; and (iii) any and all deferrals, renewals, extensions and refunding of, or amendments, modifications
or supplements to, any liability of the kind described in any of the preceding clauses (i) or (ii).


 


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


 


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


 






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“Interest,” when used with respect to an Original
Issue Discount Security which by its terms bears interest only after Maturity, shall mean interest payable after Maturity.


 


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


 


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


 


“mandatory sinking fund payment” has the meaning
specified in Section 1201.


 


“Market Value of the Distribution” has the meaning
specified in Section 1704.


 


“Maturity,” when used with respect to any Security,
means the date on which the principal (or, if the context so requires, in the case of an Original Issue Discount Security, or lesser amount
or, in the case of an Indexed Security, an amount determined in accordance with the specified terms of that Security) of such Security
or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, notice of redemption, notice of option to elect repayment or otherwise.


 


“Obligation” of any Person with respect to any specified
Indebtedness means any obligation of such Person to pay principal, premium, interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to such Person, whether or not a claim for such post-petition interest is
allowed in such proceeding), penalties, reimbursement or indemnification amounts, fees, expenses or other amounts relating to such Indebtedness.


 


“Officers’ Certificate” means a certificate
signed by the Chair of the Board of Directors, the Chief Executive Officer, the President, or a Vice President (whether or not designated
by a number or word or words added before or after the title “Vice President”), and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


 


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


 


“optional sinking fund payment” has the meaning
specified in Section 1201.


 


“Ordinary Shares” means, with respect to any Person,
all ordinary shares, including, as applicable, ordinary shares represented by American Depositary Shares, issued by such Person other
than Preference Shares.


 


“Original Issue Discount Security” means any Security
which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


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


 


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


 






    	 	6	 



     


    

 


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


 


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


 


provided, however, that in determining whether the Holders
of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required
by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination
or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would
be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted
in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined pursuant to Section 301 as of the date such Security is originally issued by the Company, of the principal amount (or,
in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in
making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and
(iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities owned as provided in clause (iv) above
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance with such advice.


 


“Paying Agent” means any Person authorized by the
Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of the Company.


 


“Payment Blockage Notice” and “Payment
Blockage Period” have the respective meanings specified in Section 1603.


 


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


 


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


 


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


 






    	 	7	 



     


    

 


“Preference Shares” means, with respect to any Person,
all share capital issued by such Person that is entitled to a preference or priority over any other share capital issued by such Person
with respect to any distribution of such Person’s assets, whether by dividend or upon any voluntary or involuntary liquidation,
dissolution or winding up.


 


“Proceeding” has the meaning specified in Section 1602.


 


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


 


“Redemption Price,” when used with respect to any
Security to be redeemed, means the price specified in the related Officers’ Certificate or supplemental indenture contemplated by
and pursuant to Section 301, at which it is to be redeemed pursuant to this Indenture.


 


“Reference Date” has the meaning specified in Section 1704.


 


“Registered Security” shall mean any Security which
is registered in the Security Register.


 


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


 


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


 


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


 


“Responsible Officer,” when used with respect to
the Trustee, means any Vice President (whether or not designated by a number or a word or words added before or after the title “Vice
President”), Assistant Vice President, Trust Officer or Assistant Trust Officer working in its Corporate Trust Department, or any
other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and working
in its Corporate Trust Department, and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer’s knowledge and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.


 


“Rights” has the meaning specified in Section 1704.


 


“Rights Record Date” has the meaning specified in
Section 1704.


 


“Securities Payment” has the meaning specified in
Section 1602.


 


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


 


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


 


“Senior Indebtedness” means Indebtedness of the
Company, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed by the Company, other
than the following: (1) any Indebtedness as to which, in the instrument evidencing such Indebtedness or pursuant to which such Indebtedness
was issued, it is expressly provided that such Indebtedness is subordinate in right of payment to all Indebtedness of the Company not
expressly subordinated to such Indebtedness; (2) any Indebtedness which by its terms refers explicitly to the Securities and states
that such Indebtedness shall not be senior, shall be pari passu or shall be subordinated in right of payment to the Securities;
and (3) with respect to any series of Securities, any Indebtedness of the Company evidenced by Securities of the same or of another
series. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness shall not include: (a) Indebtedness of or
amounts owed by the Company for compensation to employees, or for goods, materials or services purchased in the ordinary course of business,
or (b) Indebtedness of the Company to a Subsidiary of the Company.


 






    	 	8	 



     


    

 


A “Series” of Securities means all securities denoted
as part of the same series authorized by or pursuant to a particular Board Resolution.


 


“Share Capital” means, with respect to any Person,
any shares (including preferred shares), interests, participations or other ownership interests (however designated) of such Person and
any rights (other than debt securities convertible into or exchangeable for corporate shares), warrants or options to purchase any thereof.


 


“Short Term Rights” has the meaning specified in
Section 1704.


 


“Significant Subsidiary” means any Subsidiary which
is a “significant subsidiary” (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities
Act of 1933, as amended) of the Company.


 


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


 


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


 


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


 


“Trading Day” means any day on which the Nasdaq
Global Market is open for business.


 


“Trigger Events” has the meaning specified in Section 1704.


 


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


 


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


 


“Unadjusted Distribution” has the meaning specified
in Section 1704.


 


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


 


“United States Person” means, unless otherwise specified
with respect to any Securities pursuant to Section 301, an individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is
subject to United States Federal income taxation regardless of its source.


 






    	 	9	 



     


    

 


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


 


SECTION 102. Compliance Certificates and Opinions. Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.


 


Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1005) shall include:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 104. Acts of Holders.


 


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


 






    	 	10	 



     


    

 


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


 


(c) The ownership of Registered Securities
shall be proved by the Security Register. As to any matter relating to beneficial ownership interests in any Global Security, the appropriate
depository’s records shall be dispositive for purposes of this Indenture.


 


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


 


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


 


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


 






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SECTION 105. Notices, etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,


 


(1) the Trustee by any Holder or by the Company shall
be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at [ ] or at any other
address previously furnished in writing to the Company by the Trustee, Attention: [ ]; or


 


(2) the Company by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other
address previously furnished in writing to the Trustee by the Company, Attention: [ ]; or


 


(3) either the Trustee or the Company, by the other
party or by any Holder, shall be sufficient for every purpose hereunder if given by facsimile transmission, receipt confirmed by telephone
followed by an original copy delivered by guaranteed overnight courier; if to the Trustee at facsimile number [ ]; and if to the Company
at facsimile number [ ].


 


SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected
by such event, at his address as it appears in the Security Register, not later than the latest date, if any, and not earlier than the
earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received
by such Holder, whether or not such Holder actually receives such notice.


 


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


 


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


 


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


 


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


 






    	 	12	 



     


    

 


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


 


SECTION 107. Counterparts; Effect of Headings and Table of
Contents. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same Indenture. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


SECTION 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


SECTION 109. Severability Clause. In case any provision
in this Indenture or in any Security or coupon shall be held invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 110. Benefits of Indenture. Nothing in this Indenture
or in the Securities or coupons, if any, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


SECTION 111. Governing Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the laws of the State of New York. This Indenture is subject to the
provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.


 


SECTION 112. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security or the last date
on which a Holder has the right to convert or exchange a Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or any Security or coupon other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu hereof), payment of interest or principal (and premium or Make-Whole Amount, if any) or
conversion or exchange of such Security need not be made at such Place of Payment on such date, but (except as otherwise provided in the
supplemental indenture with respect to such Security) may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity, or on such last day for conversion or exchange, provided that no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity
or Maturity, as the case may be.


 


SECTION 113. Limited Liability; Immunity of Shareholders, Directors,
Officers and Agents of the Company. Notwithstanding any other provision of this Indenture or of the Securities of any series to the
contrary, no recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for the payment
of any sums due on account of any indebtedness evidenced thereby, including without limitation principal, premium or interest, if any,
or for any claim based on this Indenture or any Security or otherwise in respect of this Indenture or any Security, shall be had, whether
by levy or execution or otherwise, against


 


(i) the Company, the Company’s assets or against any past,
present or future shareholder, employee, officer, director or agent, as such, of the Company or any successor, either directly or through
the Company or any successor, under any rule of law, statute, constitutional provision or by the enforcement of any assessment or
penalty, or by any legal or equitable proceeding or otherwise, nor shall any such parties be personally liable for any such amounts, obligations
or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly understood that the sole remedies
hereunder or under any other document with respect to the Securities against such parties with respect to such amounts, obligations or
claims shall be against the Company and that all such liability of and recourse against such parties is expressly waived and released
by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.


 






    	 	13	 



     


    

 


SECTION 114. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required 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.


 


ARTICLE TWO - SECURITIES FORMS


 


SECTION 201. Forms of Securities. The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be substantially in the form of Exhibit A
hereto or in such other form as shall be established in one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any over-the-counter market or securities exchange, on which the Securities
may be quoted or listed, or to conform to usage.


 


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


 


The definitive Securities and coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or mechanically reproduced
on safety paper or may be produced in any other manner, all as determined by the officers executing such Securities or coupons, as evidenced
by their execution of such Securities or coupons.


 


SECTION 202. Form of Trustee’s Certificate of Authentication.
Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 


	 	 	 	 
	 	_________________________,
	 	as Trustee
	 	 	 
	Dated:	By:	 	 
	 	 	 	Authorized Signatory


 


SECTION 203. Securities Issuable in Global Form. If Securities
of or within a series are issuable in the form of one or more Global Securities, then, notwithstanding clause (8) of Section 301
and the provisions of Section 302, any such Global Security or Securities may provide that it or they shall represent the aggregate
amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time
be increased or decreased to reflect exchanges. Any endorsement of any Global Security to reflect the amount, or any increase or decrease
in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be made (or caused to
be made) by the Trustee in such manner or by such Person or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been,
or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security
shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.


 






    	 	14	 



     


    

 


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


 


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


 


Notwithstanding the provisions of Section 308 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal
amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in registered
form, the Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer
form, Euroclear or Clearstream.


 


Any Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:


 


“This Security is a Global Security within the meaning set forth
in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is
exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository
or its nominee.”


 


ARTICLE THREE - THE SECURITIES


 


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


 


The Securities may be issued in one or more series, each of which shall
be authorized pursuant to Board Resolutions of the Company. There shall be established in one or more Board Resolutions or pursuant to
authority granted by one or more Board Resolutions and, subject to Section 303, set forth 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, including
 “CUSIP” numbers (which shall distinguish the Securities of such series from all other series of Securities);


 


(2) Any limit upon the aggregate principal amount of
the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or upon conversion of, or in exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906, 1107 or 1305) and the minimum authorized denominations with respect to the Securities of such series;


 


(3) The price (expressed as a percentage of the principal
amount thereof) at which such Securities will be issued and, if other than the principal amount thereof, the portion of the principal
amount thereof payable upon declaration of acceleration of the maturity thereof or (if applicable) the portion of the principal amount
of such Securities that is convertible into Ordinary Shares or the method by which any such portion shall be determined.


 


(4) If convertible, the terms on which such Securities
are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership
or transferability of Ordinary Shares or Preference Shares receivable on conversion;


 


(5) The date or dates, or the method for determining
such date or dates, on which the principal of such Securities will be payable;


 






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(6) The rate or rates (which may be fixed or variable),
or the method by which such rate or rates shall be determined, at which such Securities will bear interest, if any;


 


(7) The date or dates, or the method for determining
such date or dates, from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable, the
Regular Record Dates for such Interest Payment Dates, or the method by which such dates shall be determined, the Persons to whom such
interest shall be payable, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day
months;


 


(8) The Make-Whole Amount, if any, or method for determining
the Make-Whole Amount, if any, payable with respect to such Securities, and the terms upon which such amount, if any, will be payable;


 


(9) The place or places where the principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such Securities will be payable, where such Securities may be surrendered
for registration of transfer or conversion or exchange and where notices or demands to or upon the Company in respect of such Securities
and this Indenture may be served;


 


(10) The period or periods, if any, within which, the
price or prices at which and the other terms and conditions upon which such Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed, as a whole or in part, at the option of the Company;


 


(11) The obligation, if any, of the Company to redeem, repay
or purchase such Securities pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or
periods within which, the price or prices at which and the other terms and conditions upon which such Securities will be redeemed, repaid
or purchased, as a whole or in part, pursuant to such obligation;


 


(12) If other than Dollars, the currency or currencies in
which such Securities are denominated and payable, which may be a foreign currency or units of two or more foreign currencies or a composite
currency or currencies, the manner of determining the equivalent thereof in Dollars for purposes of the definition of “Outstanding”
in Section 101, and the terms and conditions relating thereto;


 


(13) Whether the amount of payments of principal of (and
premium or Make-Whole Amount, if any, including any amount due upon redemption, if any) or interest on such Securities may be determined
with reference to an index, formula or other method (which index, formula or method may, but need not be, based on the yield on or trading
price of other securities, including United States Treasury securities or on a currency, currencies, currency unit or units, or composite
currency or currencies) and the manner in which such amounts shall be determined;


 


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


 


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


 


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


 


(17) Whether and under what circumstances the Company will
pay any additional amounts on such Securities in respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities in lieu of making such payment;


 


(18) Whether Securities of the series are to be issuable
as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery
of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series
and vice versa (if permitted by applicable laws and regulations), whether any Securities of the series are to be issuable initially in
temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and,
if so, whether beneficial owners of interests in any such permanent global Security may, or shall be required to, exchange such interests
for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges
may, or shall be required to, occur, if other than in the manner provided in the Indenture, and, if Registered Securities of the series
are to be issuable as a Global Security, the identity of the depository for such series;


 






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(19) The date as of which any Bearer Securities of the series
and any temporary Global Security representing outstanding Securities of the series shall be dated if other than the date of original
issuance of the first Security of the series to be issued;


 


(20) The Person to whom any interest on any Registered Security
of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest the manner in which, or the Person to whom, any interest on any
Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto
as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest
Payment Date will be paid if other than in the manner provided herein; provided, however, in each case, that the manner
of determining such Person or making such payment shall be acceptable to the Trustee (as not imposing on it any undue administrative burden
or risk of liability);


 


(21) The applicability, if any, of the Defeasance and Covenant
Defeasance provisions of Article Fourteen hereof to the Securities of the series;


 


(22) The obligation, if any, of the Company to permit the
conversion of the Securities of such series into Ordinary Shares or Preference Shares, as the case may be, and the terms and conditions
upon which such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion period,
any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);


 


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


 


(24) Designation of the Trustee, if different from the Trustee
under the Indenture, with respect to such series and the terms applicable to such Trustee (which shall be accepted by such Trustee by
its execution and delivery of a supplemental indenture as provided therein); and


 


(25) Any other terms of the Securities of such series or
any guarantees endorsed thereon (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement
or delete any of the terms of this Indenture with respect to such series).


 


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


 


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


 


SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Securities of such series,
other than Global Securities (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple
thereof or the equivalent amounts thereof in the case of Securities denominated in the Foreign Currency or currency unit.


 






    	 	17	 



     


    

 


SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chair of the Board, its Chief Executive
Officer, its President, or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one
of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures
of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.


 


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


 


At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company
to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities (accompanied by
a copy of the Board Resolution and the Officers’ Certificate or supplemental indenture contemplated by Section 301), and the
Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States;
and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a
Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security
shall have furnished a certificate to Euroclear or Clearstream, as the case may be, in the form set forth in Exhibit B-1 to
this Indenture or such other certificate as may be specified by the Company with respect to any series of Securities pursuant to Section 301,
dated no earlier than 15 calendar days prior to the earlier of the date on which such Bearer Security is delivered and the date on which
any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and
this Indenture. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 304,
the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a
temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest
in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been detached and canceled.


 


If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such
as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,


 


(i) an Opinion of Counsel stating that


 


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


 


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


 


(c) such Securities, together with
any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued
by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally
binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’
rights generally and to general equitable principles; and


 






    	 	18	 



     


    




 


(ii) an Officers’ Certificate stating
that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that,
to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall
have occurred and be continuing.


 


If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities (or to enter into the related supplemental indenture, if applicable) if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


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


 


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


 


No Security or coupon shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security or Security to which such coupon appertains a certificate
of authentication substantially in the form provided for herein duly executed by the Trustee (subject to Section 611) by manual signature
of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing,
if any Security (including a Global Security) shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION 304. Temporary Securities.


 


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


 


Except in the case of temporary Global Securities (which shall be exchanged
as otherwise provided herein or as otherwise provided in or pursuant to a Board Resolution or supplemental indenture pursuant to Section 301),
if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any non-matured coupons appertaining thereto), the Company shall execute (in accordance with a Company Order
delivered at or prior to the authentication of the first definitive security to such series) and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the
conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of such series.


 






    	 	19	 



     


    

 


(b) Unless otherwise provided in or pursuant
to a Board Resolution or supplemental indenture pursuant to Section 301, the following provisions of this Section 304(b) shall
govern the exchange of temporary Securities other than through the facilities of the DTC. If any such temporary Security is issued in
global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depository
or common depository upon and pursuant to written direction of the Company (the “Common Depository”), for the benefit of Euroclear
and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they
may direct).


 


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


 


Unless otherwise specified in such temporary Global Security, the interest
of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities of the same
series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to
request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth
in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier
than 15 calendar days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream,
the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such
temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security,
except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such
Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer
form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only to an address located outside
the United States.


 


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


 






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With respect to Exhibit B-1 or B-2 to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law, substitute one or more other forms of such exhibits for such
exhibits, eliminate the requirement that any or all certificate be provided, or change the time that any certificate may be required,
provided that such substitute form or forms or notice of elimination or change of such certification requirement have theretofore
been delivered to the Trustee with a Company Request and such form or forms, elimination or change is reasonably acceptable to the Trustee.


 


SECTION 305. Registration, Registration of Transfer, Conversion
and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company
in a Place of Payment a register for each series of Securities (the registers maintained in such office or in any such office or agency
of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and
of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar”
for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine, and be provided a copy of, the
Security Register at all reasonable times.


 


Subject to the provisions of this Section 305, upon surrender
for registration of transfer of any Registered Security of any series at any office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount, bearing
a number not contemporaneously outstanding, and containing identical terms and provisions.


 


Subject to the provisions of this Section 305, at the option of
the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at any such office or agency. Whenever any such Registered Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange
is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.


 


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


 






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Notwithstanding the foregoing, except as otherwise specified as contemplated
by Section 301, any permanent Global Security shall be exchangeable only as provided in this paragraph. If the depository for any
permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global Security to be exchanged
in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not in part, only to a nominee of DTC,
or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or approved by the Company or to a nominee of
such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as depository for the applicable
Global Security or Securities or if at any time DTC ceases to be a clearing agency registered under the Exchange Act if so required by
applicable law or regulation, the Company shall appoint a successor depository with respect to such Global Security or Securities. If
(w) a successor depository for such Global Security or Securities is not appointed by the Company within 90 calendar days after the
Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (x) the Company delivers to the
Trustee for Securities of such series in registered form a Company Order stating that the Securities of such series shall be exchangeable,
(y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the
applicable series of Securities represented by such Global Security or Securities advise DTC to cease acting as depository for such Global
Security or Securities or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not
less than all) of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global
Security or Securities, then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of like series,
rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities.
If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange such interest for Securities of
such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent Global Security shall have been given, then without unnecessary delay
but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and the Trustee
shall authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent Global Security. On or after the earliest date on which such interests may be so exchanged, such permanent
Global Security shall be surrendered for exchange by DTC or such other depository as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company’s agent for such purpose; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 calendar days before any selection of Securities to be redeemed and ending on
the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a permanent Global Security shall be mailed or otherwise delivered
to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent Global Security after
the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business
at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture.


 






    	 	22	 



     


    

 


All Securities issued upon any registration of transfer or conversion
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 conversion or exchange.


 


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


 


No service charge shall be made to the Holder for any registration
of transfer or conversion 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 conversion or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


 


The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning
at the opening of business 15 calendar days before selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice
of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of the relevant notice
of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole
or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security
of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to
issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.


 


Furthermore, notwithstanding any other provision of this Section 305,
the Company will not be required to exchange any Securities if, as a result of the exchange, the Company would suffer adverse consequences
under any United States law or regulation.


 


SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company, together
with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of
either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.


 


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


 






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Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains, pay such Security or coupon if the
applicant for such payment shall furnish to the Company and the Trustee for such Security such security or indemnity as may be required
by them to save each of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and Trustee
and any agent of any of them of the destruction, loss or theft of such Security and the ownership thereof; provided, however,
that payment of principal of (and premium or Make-Whole Amount, if any), and interest, if any, on, Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon presentation and surrender
of the coupons appertaining thereto.


 


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


 


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


 


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


 


SECTION 307. Payment of Interest; Interest Rights Preserved.
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest on
any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest payment at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest on any Registered Security may at the Company’s option be paid by (i) mailing
a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address
of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United
States.


 


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


 


Unless otherwise provided as contemplated by Section 301, every
permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear and/or
Clearstream, as the case may be, with respect to that portion of such permanent Global Security held for its account by Cede &
Co. or the Common Depository, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect
of such permanent Global Security to the accounts of the beneficial owners thereof.


 


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


 






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Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered Security of any series that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1) The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not be less than 20 calendar days after such notice is received
by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 calendar
days and not less than 10 calendar days prior to the date of the proposed payment and not less than 10 calendar days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his address as it appears
in the Security Register not less than 10 calendar days prior to such Special Record Date. The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each Place
of Payment, but such publications shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer
Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security
of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect
of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


(2) The Company may make payment of any Defaulted
Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any over-the-counter
market or securities exchange on which such Securities may be quoted or listed, and upon such notice as may be required by such market
or 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.


 


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


 


SECTION 308. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such
Person’s order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability
for money payable upon any such Security.


 






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Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and
the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof
and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.


 


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


 


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


 


SECTION 309. Cancellation. All Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration of transfer or conversion or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities
and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose, upon direction by the Company, shall
be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless
and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons
held by the Trustee shall be disposed of by the Trustee in accordance with its customary practices (subject to the record retention requirements
of the Exchange Act).


 


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


 


SECTION 311. CUSIP Numbers. The Company in issuing the
Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers
in notices of redemption as a convenience to Holders; provided, however, 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 will promptly notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE FOUR - SATISFACTION AND DISCHARGE


 


SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or conversion or exchange of Securities of such series herein expressly
provided for), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute instruments in form
and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such series
when


 






    	 	26	 



     


    

 


(1) either


 


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


 


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


 


(i) have become due and payable, or


 


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


 


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


 


and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient
to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation,
for principal (and premium or Make-Whole Amount, if any) and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


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


 


SECTION 402. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium or Make-Whole Amount, if any), and any interest for whose payment such money has been
deposited with or received by the Trustee, but such money need not be segregated from other funds except to the extent required by law.


 






    	 	27	 



     


    

 


ARTICLE FIVE - REMEDIES


 


SECTION 501. Events of Default. “Event of Default,”
wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for
such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


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


 


(2) default in the payment of the principal
of (or premium or Make-Whole Amount, if any, on) any Security of that series when it becomes due and payable at its Maturity; or


 


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


 


(4) default in the performance, or breach,
of any covenant or warranty of the Company in this Indenture with respect to any Security of that series (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of a series of Securities other than that series), and continuance of such default or breach
for a period of 90 calendar days after there has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 33% 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) default under any bond, debenture, note,
mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money
borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly
responsible or liable as obligor or guarantor), having an aggregate principal amount outstanding of a minimum amount to be specified in
a prospectus supplement, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without
such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 calendar days
after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 10% in principal amount of the Outstanding Securities of that series a written notice specifying such default
and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions of Sections
601 and 602, the Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee
shall have knowledge of such default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder,
from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or


 


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


 


(A) commences a voluntary case,


 


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


 


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


 


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


 


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


 


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


 






    	 	28	 



     


    

 


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


 


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


 


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


 


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


 


SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 33% in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if Securities of that Series are Original Issue Discount Securities or Indexed Securities, such portion of
the principal as may be specified in the terms thereof) of all the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion
thereof shall become immediately due and payable.


 


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


 


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


 


(A) all overdue installments of interest on all Outstanding
Securities of that series and any related coupons,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(2) default is made in the payment of the
principal of (or premium or Make-Whole Amount, if any, on) any Security of any series at its Maturity,


 






    	 	29	 



     


    

 


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


 


If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other
obligor upon such Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities of such series, wherever situated.


 


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


 


SECTION 504. Trustee May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium or Make-Whole Amount, if any, or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


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


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities
of such series and coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor
Trustee under Section 606.


 


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


 


In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent
all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings.


 






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


 


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


 


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


 


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


 


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


 


SECTION 507. Limitation on Suits. No Holder of any Security
of any series or any related coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium or Make-Whole Amount, if any, and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
or coupon shall have the right which is absolute and unconditional to receive payment of the principal of (and premium or Make-Whole Amount,
if any) and (subject to Sections 305 and 307) interest on such Security or payment of such coupon on the respective due dates expressed
in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 






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SECTION 509. Restoration of Rights and Remedies. If the
Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, the Company, the Trustee and the Holders of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.


 


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


 


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


 


SECTION 512. Control by Holders of Securities. The Holders
of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series, provided that:


 


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


 


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


 


(3) the Trustee need not take any action which might
involve it in personal liability or be unduly prejudicial to the Holders of Securities of such series not joining therein.


 


Nothing in this Indenture shall impair the right of the Trustee in
its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by Holders.


 


SECTION 513. Waiver of Past Defaults. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default


 


(1) in the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest on any Security of such series or any related coupons, or


 


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


 


(3) in respect of a covenant or provision hereof for
the benefit or protection of the Trustee, without its express written consent.


 


Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right consequent thereon.


 


SECTION 514. Waiver of Usury, Stay or Extension Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any 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 (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.


 






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SECTION 515. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party
litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on any Security on
or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 


ARTICLE SIX - THE TRUSTEE


 


SECTION 601. Notice of Defaults. Within 90 calendar days
after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and
to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium
or Make-Whole Amount, if any) or interest on any Security of such series, or in the payment of any sinking or purchase fund installment
with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Holders of the Securities and coupons of such series; and provided further
that in the case of any default or breach of the character specified in Section 501(4) with respect to the Securities and coupons
of such series, no such notice to Holders shall be given until at least 60 calendar days after the occurrence thereof. For the purpose
of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the Securities of such series.


 


SECTION 602. Certain Rights of Trustee. Subject to the
provisions of TIA Section 315(a) through 315(d):


 


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


 


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


 


(3) whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;


 


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


 






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


 


(6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon or other paper or document, unless requested in writing so to do by the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of any series; provided that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination
shall be paid by the Holders or, if paid by the Trustee, shall be repaid by the Holders upon demand. 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, relevant to the facts
or matters that are the subject of its inquiry, personally or by agent or attorney at the expense of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


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


 


(9) any permissive right or power available to the Trustee
under this Indenture or any supplement hereto shall not be construed to be a mandatory duty or obligation;


 


(10) the Trustee shall not be charged with knowledge
of any matter (including any default, other than as described in Section 501(1), (2) or (3)) unless and except to the extent
actually known to a Responsible Officer of the Trustee or to the extent written notice thereof is received by the Trustee at the Corporate
Trust Office;


 


(11) the Trustee shall have no liability for any inaccuracy
in the books and records of, or for any actions or omissions of, DTC, Euroclear or Clearstream or any depository acting on behalf of any
of them;


 


(12) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by,
the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed by the Trustee to act hereunder;
and


 


(13) 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.


 


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


 


Except during the continuance of an Event of Default, the Trustee undertakes
to perform only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee.


 






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SECTION 603. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any coupons shall
be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that
the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations
hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities
or the proceeds thereof. The Trustee shall have no responsibility with respect to any information, statement or recital in any offering
prospectus or other disclosure materials prepared or distributed with respect to the Securities.


 


SECTION 604. May Hold Securities. The Trustee, any
Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent.


 


SECTION 605. Money Held in Trust. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


SECTION 606. Compensation and Reimbursement. The Company
agrees:


 


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


 


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


 


(3) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence, willful misconduct
or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.


 


When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(7) or Section 501(8), 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.


 


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


 


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


 


SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and
shall have at all times a combined capital and surplus of at least $50,000,000 (or which shall have a combined capital and surplus of
at least $10,000,000 and whose ultimate parent holding company shall have a combined capital and surplus of at least $50,000,000. If the
Trustee publishes reports of condition at least annually, pursuant to law or the requirements of Federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of the Trustee
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article. Neither the Company nor any Person directly or indirectly controlling, controlled
by, or under common control with the Company shall serve as Trustee.


 






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SECTION 608. Resignation and Removal; Appointment of Successor.


 


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


 


(b) The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 60 calendar 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.


 


(c) The Trustee may be removed at any time
with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 60 calendar 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.


 


(d) If at any time:


 


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


 


(2) the Trustee shall cease to be eligible under Section 607
and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder
of a Security for at least six months, or


 


(3) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.


 


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


 






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


 


SECTION 609. Acceptance of Appointment by Successor.


 


(a) In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.


 


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


 


(c) Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 609, as the case may be.


 


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


 






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SECTION 610. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Securities or coupons, in either its own name or that of its predecessor Trustee, with the full
force and effect which this Indenture provides for the certificate of authentication of the Trustee.


 


SECTION 611. Appointment of Authenticating Agent. At any
time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon conversion
or exchange, registration of transfer or partial redemption or repayment thereof, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized
and doing business and in good standing under the laws of the United States of America or of any state or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or state authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


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


 


The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, subject to Section 606.


 


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


 


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


 






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	 	 	as Trustee
	 	 	 	 
	Dated:______________________ 	 	By:	 
	 	 	 	as Authenticating Agent
	 	 	 	 
	Dated:______________________ 	 	By:	 
	 	 	 	as Authenticating Agent


 


SECTION 612. Certain Duties and Responsibilities of the Trustee.


 


(a) With respect to the Securities of any
series, except during the continuance of an Event of Default with respect to the Securities of such series:


 


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


 


(2) in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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, but shall not be under any duty to verify the contents
or accuracy thereof.


 


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


 


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


 


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


 


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


 


(3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series 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


 


(4) no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; and, the Trustee shall be under no obligation to exercise any of its rights
and powers under this Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense.


 


(d) 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 612.


 






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(e) The Trustee shall not be liable for interest
on any money or assets held by it except to the extent the Trustee may agree in writing with the Company. Assets held in trust by the
Trustee need not be segregated from other assets except to the extent required by law.


 


ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS
BY TRUSTEE AND COMPANY


 


SECTION 701. Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312, regardless
of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).


 


SECTION 702. Reports by Trustee. The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required by TIA Section 313 at the
times and in the manner provided by the TIA, which shall initially be not less than every twelve months commencing on __________, 20__.
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each over-the-counter market
or securities exchange, if any, upon which any Securities are quoted or listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are quoted or listed on any over-the-counter market or securities exchange or delisted therefrom.


 


SECTION 703. Reports by Company. The Company will:


 


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


 


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


 


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


 


(4) 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 Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 






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SECTION 704. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:


 


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


 


(b) at such other times as the Trustee may
request in writing, within 30 calendar 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 calendar days prior to the time such list is furnished,


 


provided, however, that, so long as the Trustee is the
Security Registrar, no such list shall be required to be furnished.


 


ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE,
LEASE OR CONVEYANCE


 


SECTION 801. Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other corporation, provided that in any such case, (1) either the Company
shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under the laws of the
United States or a State thereof and such successor corporation shall expressly assume the due and punctual payment of the principal of
(and premium or Make-Whole Amount, if any) and any interest on all of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture,
complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, (2) immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as
a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing and (3) the
Company shall have delivered to the Trustee the Officer’s Certificate and Opinion of Counsel required pursuant to Section 803
below.


 


SECTION 802. Rights and Duties of Successor Corporation.
In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the
first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture
and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date of the execution hereof.


 


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


 


SECTION 803. Officers’ Certificate and Opinion of Counsel.
Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee
receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance,
and the assumption by any successor corporation, complies with the provisions of this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 






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ARTICLE NINE - SUPPLEMENTAL INDENTURES


 


SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders of Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:


 


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


 


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


 


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


 


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


 


(5) to change or eliminate any of the provisions of
this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or


 


(6) to secure the Securities; or


 


(7) to establish the form or terms of Securities of
any series and any related coupons as permitted or contemplated by Sections 201 and 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;
or


 


(9) 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 which shall not be inconsistent with the provisions of this Indenture, provided
such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material
respect; or


 


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


 






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(11) to make provisions with respect to Holders’ rights
of conversion with respect to any series of Securities pursuant to Article Seventeen.


 


(12) to make any change in any series of Securities that
does not adversely affect in any material respect the rights of the Holders of such Securities;


 


(13) to provide for uncertificated Securities in addition
to or in place of certificated Securities;


 


(14) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee;


 


(15) to make any change that would provide any additional
rights or benefits to the Holders of all or any series of Securities or that does not adversely affect the legal rights hereunder of any
such Holder;


 


(16) to add to or change or eliminate any provision of this
Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;


 


(17) to secure the Company’s obligations in respect
of the Securities of any series;


 


(18) to add guarantors or co-obligors in respect of the Securities
of any series or to release any guarantors from their guarantees in accordance with the terms of the applicable series of Securities;


 


(19) to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any
such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in
any material respect;


 


(20) to prohibit the authentication and delivery of additional
series of Securities;


 


(21) in the case of convertible or exchangeable Securities
of any series, subject to the provisions of the supplemental indenture for such series of Securities, to provide for conversion rights,
exchange rights and/or repurchase rights of Holders of such series of Securities in connection with any reclassification or change of
the Company’s ordinary shares or in the event of any amalgamation, consolidation, merger or sale of all or substantially all of
the assets of the Company or its Subsidiaries substantially as an entirety occurs;


 


(22) in the case of convertible or exchangeable Securities
of any series, to reduce the conversion price or exchange price applicable to such series of Securities; or


 


(23) in the case of convertible or exchangeable Securities
of any series, to increase the conversion rate or exchange ratio in the manner described in the supplemental indenture for such series
of Securities, provided that the increase will not adversely affect the interests of the Holders of the Securities of such series in any
material respect.


 






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SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:


 


(1) change the Stated Maturity of the principal of (or
premium or Make-Whole Amount, if any, on) or any installment of principal of or interest on, any Security; or reduce the principal amount
thereof or the rate or amount of interest thereon, or any premium or Make-Whole Amount payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the currency or currencies,
currency unit or units or composite currency or currencies in which, any Security or any premium or Make-Whole Amount or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the
case may be), or (if Securities of such series are convertible) adversely affect the right of the Holder to convert any Security as provided
in Article Seventeen, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner
materially adverse to the Holders; or


 


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


 


(3) modify any of the provisions of this Section, Section 513
or Section 1006, except to increase the required percentage to effect such action or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, 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 Sections 609(b) and 901(11).


 


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


 


SECTION 903. Execution of Supplemental Indentures. In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 612) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


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


 


SECTION 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.


 






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


 


ARTICLE TEN - COVENANTS


 


SECTION 1001. Payment of Principal, Premium or Make-Whole Amount,
if any; and Interest. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly
and punctually pay the principal of (and premium or Make-Whole Amount, if any) and interest on the Securities of that series in accordance
with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated
by Section 301 with respect to any series of Securities, any interest due on Bearer Securities on or before Maturity shall be payable
only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally
mature. Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option of the Company
(upon written notice to the Trustee), all payments of principal may be paid by check to the registered Holder of the Registered Security
or other Person entitled thereto against surrender of such Security.


 


SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or conversion or exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities,
the Company will maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities
of that series may be presented or surrendered for payment or conversion, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be surrendered for conversion or exchange, where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph
(and not otherwise); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for
payment; provided, however, that if the Securities of that series are listed on any stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required
city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange; and
(C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States
an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for conversion or exchange and where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and
surrendered for payment or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the
same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee
its agent to receive all such presentations, surrenders, notices and demands.


 


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


 






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


 


Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at least one exchange rate agent (of which it shall give written notice
to the Trustee).


 


SECTION 1003. Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect to any series of any Securities and any related coupons, it
will, on or before each due date of the principal of (and premium or Make-Whole Amount, if any), or interest on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.


 


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


 


The 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, that such Paying Agent will


 


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


 


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


 


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


 






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


 


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


 


SECTION 1004. Existence. Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, all
material rights (by certificate of incorporation, by-laws and statute) and material franchises; provided, however, that
the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company.


 


SECTION 1005. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 calendar days after the end of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions
and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1005, such compliance shall be determined without regard to any period of grace or requirement of notice
under this Indenture.


 


SECTION 1006. Waiver of Certain Covenants. The Company
may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 and 1005, if before or
after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities of such series,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


 


ARTICLE ELEVEN - REDEMPTION OF SECURITIES


 


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


 


SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 calendar days prior to the
giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 






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SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 calendar days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series issued on such date with the same terms not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


 


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


 


For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal amount of such Security which 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 calendar days nor more than 60 calendar days prior to the
Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other such Security or portion thereof.


 


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


 


All notices of redemption shall state:


 


(1) the Redemption Date,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION 1105. Deposit of Redemption Price. On or prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof which are to be redeemed on that date.


 


If any Securities called for redemption are 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 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, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified in the currency or currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
(together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining
thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation
and surrender of coupons for such interest; and provided further that except as otherwise provided with respect to Securities convertible
into the Company’s Ordinary Shares or Preference Shares, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 






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If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium or Make-Whole Amount, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by the Security.


 


SECTION 1107. Securities Redeemed in Part. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security
or Securities of the same series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, the Company
shall execute and the Trustee shall authenticate and deliver to the depository, without service charge, a new Global Security in a denomination
equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered.


 


ARTICLE TWELVE - SINKING FUNDS


 


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


 


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


 


SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of a series,
(1) deliver Outstanding Securities of such series (other than any previously called for redemption) together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of such Securities, or which have
otherwise been acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously
so credited. Such Securities shall be received and credited for such purpose by the Trustee at the applicable Redemption Price specified
in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.


 


SECTION 1203. Redemption of Securities for Sinking Fund.
Not less than 60 calendar days prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate
shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30 calendar days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106
and 1107.


 






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ARTICLE THIRTEEN - REPAYMENT AT THE OPTION
OF HOLDERS


 


SECTION 1301. Applicability of Article. Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series established pursuant to Section 301) in accordance with this
Article.


 


SECTION 1302. Repayment of Securities. Securities of any
series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company covenants that on or prior to the Repayment Date it will deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal)
of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof,
as the case may be, to be repaid on such date.


 


SECTION 1303. Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse
of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 60 calendar days nor later than 30 calendar days prior to the Repayment Date (1) the
Security so providing for such repayment together with the “Option to Elect Repayment” form on the reverse thereof duly completed
by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) electronic transmission, facsimile transmission
or a letter from a member of a national securities exchange, or the FINRA, or a commercial bank or trust company in the United States
setting forth the name of the Holder of the Security, the principal amount of the Security, the principal amount of the Security to be
repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Security to be repaid, together with the duly completed form entitled “Option
to Elect Repayment” on the reverse of the Security, will be received by the Trustee not later than the fifth Business Day after
the date of such electronic transmission, facsimile transmission or letter; provided, however, that such electronic transmission,
facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security,
the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination
or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered
that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.


 






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SECTION 1304. When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered
as provided in this Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof,
as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance
with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount
of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301,
only upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date)
shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.


 


SECTION 1305. Securities Repaid in Part. Upon surrender
of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the
same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be repaid.


 


ARTICLE FOURTEEN - DEFEASANCE AND COVENANT
DEFEASANCE


 


SECTION 1401. Applicability of Article; Company’s Option
to Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is made for either or both of (a) Defeasance
of the Securities of or within a series under Section 1402 or (b) Covenant Defeasance of the Securities of or within a series
under Section 1403, then the provisions of such Section or Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities),
shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if applicable) be applied to such Outstanding Securities and any coupons appertaining thereto upon compliance with the conditions set
forth below in this Article.


 


SECTION 1402. Defeasance and Discharge. Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on
the date the conditions set forth in Section 1404 are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations
under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding
Securities and any coupons appertaining thereto to receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on
such Securities and any coupons appertaining thereto when such payments are due, (B) the Company’s obligations with respect
to such Securities under Sections 305, 306, 1002 and 1003, and the Company’s obligations under Section 606 hereof (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article Fourteen,
the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto.


 






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SECTION 1403. Covenant Defeasance. Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be
released from its obligations under Sections 1004 and 1005, inclusive, and, if specified pursuant to Section 301, its obligations
under any other covenant contained herein or in any indenture supplemental hereto, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “Covenant
Defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection
with Sections 1004 and 1005, or such other covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such Covenant Defeasance means that, with respect to such Outstanding Securities and any coupons appertaining
thereto, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) or
501(8) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and
any coupons appertaining thereto shall be unaffected thereby.


 


SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within
a series and any coupons appertaining thereto:


 


(a) The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply
with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which such Securities and any coupons appertaining thereto
are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities and coupons appertaining
thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto
are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than the due date of any payment of principal of (and premium or Make-Whole Amount,
if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof,
in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity
of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable
to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any coupons appertaining thereto.


 


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


 






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(c) No Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto
shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at
any time during the period ending on the 91st calendar day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).


 


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


 


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


 


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


 


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


 


(h) The payment of amounts payable to the
Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction of the Trustee.


 


SECTION 1405. Deposited Money and Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant
to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining thereto and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining thereto of all sums due and to become due thereon in respect
of principal (and premium or Make-Whole Amount, if any) and interest, but such money need not be segregated from other funds except to
the extent required by law.


 


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


 






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


 


Anything in this Article to the contrary notwithstanding, subject
to Section 606, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations
(or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a Defeasance or Covenant Defeasance, as applicable, in accordance with
this Article.


 


ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 1501. Purposes for Which Meetings May Be Called.
A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series.


 


SECTION 1502. Call, Notice and Place of Meetings.


 


(a) The Trustee may at any time call a meeting
of Holders of Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106,
not less than 20 nor more than 180 calendar days prior to the date fixed for the meeting.


 


(b) In case at any time the Company, pursuant
to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 20 calendar days after receipt of such request or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.


 


SECTION 1503. Persons Entitled to Vote at Meetings. To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its counsel.


 






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SECTION 1504. Quorum; Action. The Persons entitled to vote
a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities
of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 calendar days as determined by the chair of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at the reconvening of any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 calendar days; at the reconvening of any meeting adjourned or further adjourned for lack of a quorum,
the Persons entitled to vote 25% in aggregate principal amount of the then Outstanding Securities shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 1502(a), except that such notice need be given only once not less than five calendar days prior to the date on which the
meeting is scheduled to be reconvened.


 


Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative
vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at such meeting;
provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION 1506. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chair of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits
of the permanent chair and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall
be conclusive evidence of the matters therein stated.


 


ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES


 


SECTION 1601. Agreement to Subordinate. Notwithstanding
anything in this Indenture to the contrary (other than Article Four of this Indenture), the Company covenants and agrees, and each
Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the Indebtedness represented by the Securities and the payment of any Obligations with respect to each and all
of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.


 


SECTION 1602. Payment Over of Proceeds upon Dissolution, Etc.
In the event of (a) any insolvency or bankruptcy case or Proceeding, or any receivership, liquidation, reorganization or other similar
case or Proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in
any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”)


 


(1) the holders of Senior Indebtedness shall
first be entitled to receive payment in full of all Obligations due or to become due on or in respect of all Senior Indebtedness, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness,
before the Holders of the Securities are entitled to receive any payment or distribution on account of principal of or premium, if any,
or interest on or other Obligations or on account of any purchase, redemption or other acquisition of Securities by the Company or any
Subsidiary (individually and collectively, a “Securities Payment”), and


 






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(2) any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities (other than Capital Stock or securities of the Company
as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment,
the payment of which is subordinate, at least to the extent provided in this Article Sixteen with respect to the Securities, to the
payment in full, without diminution or modification by such plan, of all Senior Indebtedness), to which the Holders would be entitled
except for the provisions of this Article Sixteen, shall be paid by the liquidating trustee or agent or other person making such
a payment or distribution, directly to the holders of Senior Indebtedness) (or their representative(s) or trustee(s) acting
on their behalf), ratably according to the aggregate amounts remaining unpaid on account of the principal of or interest on and other
amounts due on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 


In the event that, notwithstanding the foregoing provisions of this
Section 1602, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities (other than Capital Stock or securities of the Company as reorganized
or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment
of which is subordinate, at least to the extent provided in this Article with respect to the Securities, to the payment in full,
without diminution or modification by such plan, of Senior Indebtedness), before all Senior Indebtedness is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, such payment or
distribution shall be held in trust for the benefit of, and be paid over to, the holders of the Senior Indebtedness remaining unpaid (or
their representative(s) or trustee(s) acting on their behalf), ratably as aforesaid, for application to the payment of such
Senior Indebtedness until such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness.


 


The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer its properties and assets as
an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes
of this Section 1602 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article Eight.


 


SECTION 1603. No Payment When Senior Indebtedness in Default.
Anything in this Indenture to the contrary notwithstanding, no payment on account of principal of or redemption of, interest on or other
amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the
Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior
Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if,
at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist
under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall
not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due
and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received
written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage
Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued,
any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior
Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of
the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness)
on the earlier of (A) the date on which such event of default shall have been cured or waived or (B) 180 days from the receipt
of the Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of or interest on the
Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the Company. Notwithstanding anything herein
to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the
same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving
such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same
issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of
default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of
Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived.


 






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In the event that, notwithstanding the provisions of this Section 1603,
payments are made by or on behalf of the Company in contravention Section 1603, such payments shall be held by the Trustee, any Paying
Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness
or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.


 


The provisions of this Section shall not apply to any payment
with respect to which Section 1602 would be applicable.


 


SECTION 1604. Reliance by Senior Indebtedness on Subordination
Provisions. Each Holder of any Security by his acceptance thereof acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness
was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such
Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions
in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.


 


SECTION 1605. Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all Obligations due or to become due on or in respect of Senior Indebtedness, or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities
shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions
of this Article Sixteen to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of and premium, if any, and interest on the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article Sixteen,
and no payments over pursuant to the provisions of this Article Sixteen to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.


 


SECTION 1606. Provisions Solely to Define Relative Rights.
The provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights
under this Article Sixteen of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations
of the Company), to pay to the Holders of the Securities the principal of and premium, if any, and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.


 






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SECTION 1607. Trustee to Effectuate Subordination. Each
Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate, as between the Holders of the Securities and the holders of Senior Indebtedness, the subordination provided
in this Article Sixteen and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency
or receivership Proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder’s Securities in the
form required in such Proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt
in the form required in such Proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then the holders
of Senior Indebtedness, jointly, or their representatives shall have the right to file an appropriate claim for and on behalf of the Holders
and to demand, sue for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required
to be paid or delivered to the holders of Senior Indebtedness as provided in this Article Sixteen and to take all such other action
in the name of the Holders or otherwise, as such holder of Senior Indebtedness or representative thereof may determine to be necessary
or appropriate for the enforcement of the provisions of this Article Sixteen.


 


SECTION 1608. No Waiver of Subordination Provisions. No
right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith,
by any such holder or any representative or trustee therefor, or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time from time to time, without the consent of or notice to the Trustee or the Holders
of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination
provided in this Article Sixteen or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness,
do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same
or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of
Senior Indebtedness and settle or compromise Senior Indebtedness (which, to the extent so settled and compromised, shall be deemed to
have been paid in full for all purposes hereof); (iv) apply any amounts received to any liability of the Company owing to holders
of Senior Indebtedness; and (v) exercise or refrain from exercising any rights against the Company and any other Person.


 


SECTION 1609. Notice to Trustee. The Company shall give
prompt written notice to the Trustee of any default or event of default with respect to any Senior Indebtedness or of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee pursuant to the provisions of this Article Sixteen.
Notwithstanding the provisions of this Article Sixteen or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from any
representative or trustee acting on their behalf; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions
of Section 612, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of and premium,
if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within three Business Days prior to such date. Nothing contained in this Article Sixteen
or any other Article of this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding, or under the conditions described in Section 1603, from making payments at any time in respect of
the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of
the Securities, or the retention thereof by any Holder, if the Trustee did not have notice, as provided in this Section 1609, that
such payment would have been prohibited by the provisions of this Article Sixteen.


 






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Subject to the provisions of Section 612, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or
a representative or trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Sixteen, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights
of such Person under this Article Sixteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.


 


SECTION 1610. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen, the Trustee,
subject to the provisions of Section 612, and the Holders of the Securities shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which any Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution,
the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article.


 


SECTION 1611. Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. Nothing contained in this Article Sixteen
or elsewhere in this Indenture, or in any of the Securities, shall prevent the application by the Trustee of any moneys which were deposited
with it hereunder, prior to its receipt of written notice of facts which would prohibit such application, for the purpose of the payment
of or on account of the principal of or interest on, the Securities unless, prior to the date on which such application is made by the
Trustee, the Trustee shall be charged with notice under Section 1609 hereof of the facts which would prohibit the making of such
application.


 


SECTION 1612. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee’s Rights. The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article Sixteen with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder
of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 606.


 


SECTION 1613. Article Applicable to Paying Agents.
In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the
term “Trustee” as used in this Article Sixteen shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article the Trustee; provided, however, that Section 1612 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


ARTICLE SEVENTEEN - CONVERSION OF SECURITIES


 


SECTION 1701. Applicability of Article; Conversion Privilege
and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen.
Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities,
at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple
of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable Ordinary Shares
(calculated as to each conversion to the nearest 1/100 of a share) of the Company, at the Conversion Price, determined as hereinafter
provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in
respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption
Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the
date such default is cured.


 






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The price at which Ordinary Shares shall be delivered upon conversion
(herein called the “Conversion Price”) of Securities of any series shall be specified in such Securities. The Conversion Price
shall be adjusted in certain instances as provided in Section 1704.


 


In case the Company shall, by dividend or otherwise, declare or make
a distribution on its Ordinary Shares referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion
thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of shareholders
entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution
pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each Ordinary Share into which such Security is
converted, the portion of the evidence of indebtedness, Share Capital or assets so distributed applicable to one Ordinary Share; provided,
however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee)
with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not
consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee).
If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date
for a distribution to holders of Ordinary Shares which the Holder of the Security so converted is entitled to receive in accordance with
the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee)
to distribute to such Holder a due bill for the evidences of indebtedness, Share Capital or assets to which such Holder is so entitled,
provided that such due bill (i) meets any applicable requirements of the principal over-the-counter market or national securities
exchange or other market on which the Ordinary Share is then traded, and (ii) requires payment or delivery of such evidences of indebtedness
or assets no later than the date of payment or delivery thereof to holders of Ordinary Shares receiving such distribution.


 


SECTION 1702. Exercise of Conversion Privilege. In order
to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned
to the Company or in blank, at any office or agency maintained by the Company pursuant to Section 1002, accompanied by written notice
to the Company at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof
is to be converted, the portion thereof to be converted and shall comply with any additional requirements set forth in such Security.
Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date shall (except for Securities the Maturity of which is prior to such
Interest Payment Date) be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of Securities being surrendered for conversion and such interest shall be paid on such Interest
Payment Date as provided in Section 307. Except as provided in the preceding sentence, no payment or adjustment shall be made upon
any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Ordinary
Shares issued upon conversion.


 


The Company’s delivery to the Holder of the fixed number of Ordinary
Shares of the Company (and any cash in lieu of any fractional Ordinary Shares) into which the Security is convertible shall be deemed
to satisfy the Company’s obligation to pay the principal amount of the Security and all accrued interest and original issue discount
that has not previously been paid. The Ordinary Shares of the Company so delivered shall be treated as issued first in payment of accrued
interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount shall be treated
as paid, rather than canceled, extinguished or forfeited.


 


Securities shall be deemed to have been converted immediately prior
to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at
such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Ordinary
Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares at such time.
As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate
or certificates for the number of full Ordinary Shares issuable upon conversion, together with payment in lieu of any fraction of a share,
as provided in Section 1703.


 






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In the case of any Security which is converted in part only, as promptly
as practicable on or after the conversion date the Company shall execute and the Trustee shall authenticate and make available for delivery
to the Holder thereof (or the Depositary in the case of a Global Security), at the expense of the Company, a new Security or Securities,
of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.


 


SECTION 1703. Fractions of Shares. No fractional Ordinary
Shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full Ordinary Shares which shall be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional Ordinary Shares
which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall pay
a cash adjustment (rounded to the nearest cent) in respect of such fraction in an amount equal to the same fraction of the Closing Price
per American Depositary Share on the day of conversion (or, if such day is not a Trading Day, on the Trading Day immediately preceding
such day).


 


SECTION 1704. Adjustment of Conversion Price. The Conversion
Price shall be subject to adjustment from time to time as follows:


 


(1) If the Company pays or makes a dividend
or other distribution (a) on its Ordinary Shares exclusively in Ordinary Shares or (b) on any other class of Share Capital of
the Company, which dividend or distribution includes Ordinary Shares of the Company, the Conversion Price in effect at the opening of
business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution
(the “Dividend Record Date”) shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall
be the number of shares of Ordinary Shares of the Company outstanding at the close of business on the Dividend Record Date and the denominator
shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution. Such reduction
shall become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes
of this paragraph (1), the number of Ordinary Shares of the Company at any time outstanding shall not include shares held in the treasury
of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares . The
Company shall not pay any dividend or make any distribution on shares of Ordinary Shares held in the treasury of the Company.


 


(2) Subject to paragraph (6) of this
Section, if the Company pays or makes a dividend or other distribution on its Ordinary Shares consisting exclusively of Short Term Rights
(as defined below), or otherwise issues Short Term Rights to all holders of its Ordinary Shares , the Conversion Price in effect at the
opening of business on the day following the record date for the determination of holders of Ordinary Shares entitled to receive such
Short Term Rights (the “Rights Record Date”) shall be reduced by multiplying such Conversion Price by a fraction of which
the numerator shall be the number of Ordinary Shares of the Company outstanding at the close of business on the Rights Record Date plus
the number of Ordinary Shares of the Company which the aggregate of the offering price of the total number Ordinary Shares so offered
for subscription or purchase would purchase at such current market price and the denominator shall be the number Ordinary Shares of the
Company outstanding at the close of business on the Rights Record Date plus the number of Ordinary Shares so offered for subscription
or purchase. Such reduction shall become effective immediately after the opening of business on the day following the Rights Record Date.
For the purposes of this paragraph (2), the number of Ordinary Shares of the Company at any time outstanding shall not include shares
held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of
Ordinary Shares of the Company. The Company shall not issue any rights, options or warrants in respect of its Ordinary Shares held in
the treasury of the Company. When used in this Section 1704, the term “Short Term Rights” shall mean rights, warrants
or options entitling the holders thereof (for a period commencing no earlier than the Rights Record Date and expiring not more than 45
calendar days after the Rights Record Date) to subscribe for or purchase Ordinary Shares of the Company at a price per share less than
the current market price per share (determined as provided in paragraph (7) of this Section 1704) of the Ordinary Shares of
the Company on the Rights Record Date.


 






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(3) In case outstanding Ordinary Shares of
the Company shall be subdivided into a greater number of Ordinary Shares , the Conversion Price in effect at the opening of business on
the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding
Ordinary Shares of the Company shall be combined into a smaller number of Ordinary Shares , the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction
or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which
such subdivision or combination becomes effective.


 


(4) Subject to the last sentence of this paragraph
(4) of this Section, if the Company, by dividend or otherwise, (a) distributes to all holders of its Ordinary Shares evidences
of its indebtedness, shares of any class of Share Capital of the Company or other assets (other than cash dividends out of current or
retained earnings), or (b) distributes to substantially all holders of Ordinary Shares rights or warrants to subscribe for securities
(other than Short Term Rights to which paragraph (2) of this Section 1704 applies), the Conversion Price shall be reduced by
multiplying such Conversion Price by a fraction of which the numerator shall be the current market price per share (determined as provided
in paragraph (7) of this Section 1704) of the Ordinary Shares of the Company on the Reference Date (as defined below) less the
fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board
Resolution filed with the Trustee), on the Reference Date, of the portion of the evidences of indebtedness and other assets so distributed
or of such subscription rights or warrants applicable to one Ordinary Shares (collectively, the “Market Value of the Distribution”)
and the denominator shall be such current market price per share of the Ordinary Shares of the Company. Such reduction shall become effective
immediately prior to the opening of business on the day (the “Reference Date”) following the later of (a) the date fixed
for the payment of such distribution and (b) the date 20 calendar days after notice relating to such distribution is required to
be given pursuant to Section 1706(a). If the Board of Directors determines the fair market value of any distribution for purposes
of this paragraph (4) by reference to the actual or when issued trading market for any securities comprising such distribution, it
must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant
to paragraph (7) of this Section 1704. In the event that, with respect to any distribution to which this paragraph (4) of
Section 1704 would otherwise apply, the Market Value of the Distribution is greater than the current market price per share of the
Ordinary Shares (such distribution being referred to herein as an “Unadjusted Distribution”), then the adjustment provided
by this paragraph (4) shall not be made and in lieu thereof the provisions of Section 1711 shall apply with respect to such
Unadjusted Distribution.


 


(5) The Company may, but shall not be required
to, make such reductions in the Conversion Price, in addition to those required by paragraphs (1), (2), (3), and (4) of this Section 1704,
as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of share or share rights
shall not be taxable to the recipients. In addition, the Company, from time to time, may decrease the Conversion Price by any amount and
for any reason, temporarily or otherwise, including situations where the Board of Directors determines such decrease to be fair and appropriate
with respect to transactions in which holders of Ordinary Shares have the right to participate.


 


(6) Rights or warrants issued or distributed
by the Company to all holders of its Ordinary Shares entitling the holders thereof to subscribe for or purchase Ordinary Shares or Preference
Shares, which rights or warrants (i) are deemed to be transferred with such Ordinary Shares , (ii) are not exercisable and (iii) are
also issued or distributed in respect of future issuances of Ordinary Shares , in each case in clauses (i) through (iii) until
the occurrence of a specified event or events (“Trigger Events”), shall for purposes of this Section 1704 not be deemed
issued or distributed until the occurrence of the earliest Trigger Event. Each Ordinary Share issued upon conversion of Securities pursuant
to this Article Seventeen shall be entitled to receive the appropriate number of Ordinary Shares purchase rights (the “Rights”),
if any, and the certificates representing the Ordinary Shares issued upon conversion shall bear such legends, if any. Notwithstanding
anything to the contrary in this Article Seventeen, there shall not be any adjustment to the Conversion Price as a result of (i) the
distribution of separate certificates representing the Rights; (ii) the occurrence of certain events entitling holders of Rights
to receive, upon exercise thereof, Ordinary Shares or other securities of the Company or other securities of another corporation; or (iii) the
exercise of such Rights. No adjustment in the Conversion Price need be made for rights to purchase or the sale of Ordinary Shares pursuant
to a Company plan providing for reinvestment of dividends or interest.


 


(7) For the purpose of any computation under
paragraph (2), (4) or (5) of this Section 1704, the “current market price” per Ordinary Shares of the Company
on any date shall be deemed to be the average of the daily Closing Prices for the 15 consecutive Trading Days selected by the Company
commencing not more than 30 Trading Days before, and ending not later than, the date in question.


 






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(8) No adjustment in the Conversion Price
shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price; provided,
however, that any adjustments which by reason of this paragraph (8) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent
or to the nearest one-hundredth of an Ordinary Share, as the case may be.


 


(9) Anything herein to the contrary notwithstanding,
in the event the Company shall declare any dividend or distribution requiring an adjustment in the Conversion Price hereunder and shall,
thereafter and before the payment of such dividend or distribution to shareholders, legally abandon its plan to pay such dividend or distribution,
the Conversion Price then in effect hereunder, if changed to reflect such dividend or distribution, shall upon the legal abandonment of
such plan be changed to the Conversion Price which would have been in effect at the time of such abandonment (after giving effect to all
other adjustments not so legally abandoned pursuant to the provisions of this Article Seventeen) had such dividend or distribution
never been declared.


 


(10) Notwithstanding any other provision of
this Section 1704, no adjustment to the Conversion Price shall reduce the Conversion Price below the then nominal value per share
of the Ordinary Shares of the Company, and any such purported adjustment shall instead reduce the Conversion Price to such par value.
Notwithstanding the foregoing sentence, the Company hereby covenants that it will from time to time take all such action as may be required
to assure that the nominal value per share of the Ordinary Shares is at all times equal to or less than the Conversion Price.


 


(11) In the event that this Article Seventeen
requires adjustments to the Conversion Price under more than one of paragraphs (1), (2), (3) or (4) of this Section 1704,
and the record or effective dates for the transaction giving rise to such adjustments shall occur on the same date, then such adjustments
shall be made by applying (to the extent they are applicable), first, the provisions of paragraph (3) of this Section 1704,
second, the provisions of paragraph (1) of this Section 1704, third, the provisions of paragraph (4) of this Section 1704
and, fourth, the provisions of paragraph (2) of this Section 1704. Anything herein to the contrary notwithstanding, no single
event shall require or result in duplicative adjustments in the Conversion Price pursuant to this Section 1704. After an adjustment
to the Conversion Price under this Article Seventeen, any subsequent event requiring an adjustment under this Article Seventeen
shall cause an adjustment to the Conversion Price as so adjusted. If, after an adjustment, a Holder of a Security upon conversion of such
Security receives shares of two or more classes of Share Capital of the Company, the Conversion Price shall thereafter be subject to adjustment
upon the occurrence of an action taken with respect to any such class of Share Capital as is contemplated by this Article Sixteen
with respect to the Ordinary Shares in this Article Seventeen.


 


SECTION 1705. Notice of Adjustments of Conversion Price.
Whenever the Conversion Price is adjusted as herein provided:


 


(1) the Company shall compute the adjusted
Conversion Price in accordance with Section 1704 or Section 1711 and shall prepare an Officer’s Certificate setting forth
the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall
forthwith be filed (with a copy to the Trustee) at each office or agency maintained for the purpose of conversion of any Securities pursuant
to Section 1002; and


 


(2) a notice stating that the Conversion Price
has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required, and as soon as practicable after it is
required, such notice shall be mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.


 


SECTION 1706. Notice of Certain Corporate Action. In case:


 


(1) the Company shall take any action that
would require a Conversion Price adjustment pursuant to Section 1704 or Section 1711; or


 


(2) there shall occur any reclassification
of the Ordinary Shares of the Company (other than a subdivision or combination of its outstanding Ordinary Shares ), or any consolidation
or merger to which the Company is a party, or the sale, transfer or lease of all or substantially all of the assets of the Company and
for which approval of any shareholders of the Company is required; or


 






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(3) there shall occur the voluntary or involuntary
dissolution, liquidation or winding up of the Company, then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 1002, and shall cause to be mailed to all Holders at their last addresses
as they shall appear in the Security Register, at least 10 calendar days prior to the applicable record, effective or expiration date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any dividend, distribution
or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Ordinary Shares of
record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective,
and, if applicable, the date as of which it is expected that holders of Ordinary Shares of record shall be entitled to exchange their
shares of Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.


 


SECTION 1707. Company to Reserve Ordinary Shares. The Company
shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Ordinary Shares, for the
purpose of effecting the conversion of Securities, a number of shares of Ordinary Shares for the conversion of all outstanding Securities
of any series which is convertible into Ordinary Shares.


 


SECTION 1708. Taxes on Conversion. The Company will pay
any and all taxes that may be payable in respect of the issue or delivery Ordinary Shares on conversion of Securities pursuant hereto.
The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery
of Ordinary Shares in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established
to the satisfaction of the Company that such tax has been paid.


 


SECTION 1709. Covenants as to Ordinary Shares. The Company
covenants that all Ordinary Shares which may be issued upon conversion of Securities will upon issue be duly and validly issued, fully
paid and nonassessable, free of preemptive or any similar rights, and, except as provided in Section 1708, the Company will pay all
taxes, liens and charges with respect to the issue thereof.


 


The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of Ordinary Shares upon conversion of Securities, if any, and will list or cause to
have quoted such shares of Ordinary Shares on each national securities exchange or in the over-the-counter market or such other market
on which the Ordinary Shares is then listed or quoted.


 


SECTION 1710. Cancellation of Converted Securities. All
Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309.


 


SECTION 1711. Provisions in Case of Consolidation, Merger or
Sale of Assets; Special Distributions. If any of the following shall occur, namely: (i) any reclassification or change of outstanding
Ordinary Shares issuable upon conversion of Securities (other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger to which the Company is
a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or
change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value or as a result
of a subdivision or combination) in, outstanding Ordinary Shares or (iii) any sale or conveyance of all or substantially all of the
property or business of the Company as an entirety, then the Person formed by such consolidation or resulting from such merger or which
acquires such properties or assets, as the case may be, shall as a condition precedent to such transaction execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 1701, to convert such Security only into the kind and amount of
securities, cash and other property receivable, if any, upon such consolidation, merger, sale, transfer or lease by a holder of the number
of Ordinary Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger,
sale, transfer or lease; provided that the kind and amount of securities, cash and other property so receivable shall be determined on
the basis of the following assumptions. The holder of Ordinary Shares referred to in the foregoing sentence:


 


(1) is not (a) a Person with which the Company
consolidated, (b) a Person into which the Company merged or which merged into the Company, or (c) a Person to which such sale,
transfer or lease was made (any Person described in the foregoing clauses (a), (b), or (c), hereinafter referred to as a “Constituent
Person”), or (d) an Affiliate of a Constituent Person; and


 






    66 


     


    

 


(2) failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale transfer or lease is
not the same for each Ordinary Share of the Company in respect of which such rights of election shall not have been exercised, then for
the purpose of this Section 1711 the kind and amount of securities, cash and other property receivable upon such consolidation, merger,
sale, transfer or lease shall be deemed to be the kind and amount so receivable per share by a plurality of such shares of Ordinary Shares).


 


Such supplemental indenture shall provide for adjustments which, for
events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article Seventeen. If, in the case of any such consolidation, merger, sale transfer or lease the shares or other
securities and property (including cash) receivable thereupon by a holder of Ordinary Shares includes shares or other securities and property
of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale, transfer
or lease then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary
by reason of the foregoing. The above provisions of this Section 1711 shall similarly apply to successive consolidations, mergers,
sales, transfers or leases.


 


In the event the Company shall execute a supplemental indenture pursuant
to this Section 1711, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons
therefor, the kind or amount of shares or securities or property (including cash) receivable by Holders of the Securities upon the conversion
of their Securities after any such reclassification, change, consolidation, merger, sale, transfer or lease and any adjustment to be made
with respect thereto.


 


If the Company makes a distribution to all holders of its Ordinary
Shares that constitutes an Unadjusted Distribution pursuant to the last sentence of paragraph (4) of Section 1704, then, from
and after the record date for determining the holders of Ordinary Shares entitled to receive such distribution (the “Distribution
Record Date”), a Holder of a Security who converts such Security in accordance with the provisions of this Indenture shall, upon
conversion, be entitled to receive, in addition to the Ordinary Shares into which the Security is convertible, the kind and amount of
evidences of indebtedness, Share Capital, or other assets or subscription rights or warrants, as the case may be, comprising the distribution
that such Holder would have received if such Holder had converted the Security immediately prior to the Distribution Record Date.


 


SECTION 1712. Trustee Adjustment Disclaimer; Company Determination
Final. The Trustee has no duty to determine when an adjustment under this Article Seventeen should be made, how it should be
made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 1711 need be entered
into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation
as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for
the Company’s failure to comply with this Article Seventeen. Any determination that the Company or the Board of Directors must
make pursuant to this Article Seventeen is conclusive, absent manifest error.


 






    67 


     


    

 


SECTION 1713. When No Adjustment Required. Except as
expressly set forth in Section 1704, no adjustment in the Conversion Price shall be made because the Company issues, in
exchange for cash, property or services, shares of its Ordinary Shares, or any securities convertible into or exchangeable for its
Ordinary Shares, or securities (including warrants, rights and options) carrying the right to subscribe for or purchase shares of
its Ordinary Shares or such convertible or exchangeable securities.


 


(1) Notwithstanding anything herein to the
contrary, no adjustment in the Conversion Price shall be made pursuant to Section 1704 in respect of any dividend or distribution
if the Holders may participate therein (on a basis to be determined in good faith by the Board of Directors) and receive the same consideration
they would have received if they had converted the Securities immediately prior to the record date with respect to such dividend or distribution.


 


SECTION 1714. Equivalent Adjustments. In the event that,
as a result of an adjustment made pursuant to Section 1704 above, the holder of any Security thereafter surrendered for conversion
shall become entitled to receive any Share Capital of the Company other than shares of its Ordinary Shares, thereafter the Conversion
Price of such other shares so receivable upon conversion of any Securities shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect to Ordinary Shares contained in this Article Seventeen.


 






    68 


     


    

 


SIGNATURES


 


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


 


	 	VACCITECH PLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	
    

    as Trustee

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


EXHIBIT A


 


FORM OF REDEEMABLE OR NON-REDEEMABLE SUBORDINATED
SECURITY


 


[Face of Security]


 


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


 


Unless this Security is presented by an authorized representative
of The Depository Trust Company, a New York Corporation (“DTC”) to the Company or its agent for registration of transfer,
conversion, exchange or payment, and such Security issued is registered in the name of Cede & Co., or in such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.


 


Unless and until this Security is exchanged in whole or in part
for Securities in certificated form, this Security may not be transferred except as a whole by DTC to a nominee thereof or by a nominee
thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.]


 


[If this Security is an Original Issue Discount Security, insert
- FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS
SECURITY IS __% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS ___________, 20___ AND THE YIELD TO MATURITY IS __%. THE METHOD USED TO DETERMINE
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF ___________, 20___ TO ___________, 20___ , IS __%
OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]


 


VACCITECH PLC


 


[Designation of Series]


 


	No. 	 	$
	CUSIP No. 	 	 


 


VACCITECH PLC, a company incorporated under the laws of England and
Wales (herein referred to as the “Company,” which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to or registered assigns the principal sum of Dollars on (the “Stated
Maturity Date”) [or insert date fixed for earlier redemption (the “Redemption Date,” and together with the Stated
Maturity Date with respect to principal repayable on such date, the “Maturity Date.”)]


 


[If the Security is to bear interest prior to Maturity, insert
- and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on and in each year (each, an “Interest Payment Date”), commencing , at the rate of __% per annum, until the
principal hereof is paid or duly provided for. 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 Holder 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 [at the office or agency of the Company maintained for such purpose; provided,
however, that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address
or by transfer of funds to an account maintained by such Holder within the United States]. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder 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 calendar days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any over-the-counter market or securities exchange on which the Securities of this series may be quoted or listed, and
upon such notice as may be required by such market or exchange, all as more fully provided in the Indenture. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.]


 






     


     


    

 


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


 


The principal of this Security payable on the Stated Maturity Date
[or the principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date is not an Interest Payment Date, interest on this
Security payable on the Redemption Date] will be paid against presentation of this Security at the office or agency of the Company maintained
for that purpose in , in such coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 


Interest payable on this Security on any Interest Payment Date and
on the [Stated] Maturity Date [or Redemption Date, as the case may be,] will include interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including , if no interest has been
paid on this Security) to but excluding such Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as the case may
be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls on a day that is not a Business Day, as defined
below, principal, premium or Make-Whole Amount, if any, and/or interest payable with respect to such Interest Payment Date or [Stated]
Maturity Date [or Redemption Date, as the case may be,] will be paid on the next succeeding Business Day with the same force and effect
as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be.] “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in The City of New York are required
or authorized by law, regulation or executive order to close.


 


[If this Security is a Global Security, insert - All payments
of principal, premium or Make-Whole Amount, if any, and interest in respect of this Security will be made by the Company in immediately
available funds.]


 


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 by manual signature of one of its authorized signatories, 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
executed under its facsimile corporate seal.


 


Dated: ___________


 


	 	VACCITECH PLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 


 






     


     


    

 


Attest:


 


	 	 
	Secretary	 


 


[Reverse of Security]


 


VACCITECH PLC


 


This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or more series under an


 


Indenture, dated as of ___________, 20___ (herein called the “Indenture”)
between the Company and , as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture
with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the duly authorized series of Securities designated on the face hereof (collectively, the “Securities”), [if
applicable, insert - and the aggregate principal amount of the Securities to be issued under such series is limited to $ 
  (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Securities).] All terms
used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


If an Event of Default, as defined in the Indenture, 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 applicable, insert - The Securities may not be redeemed
prior to the Stated Maturity Date.]


 


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


 


If redeemed on or before ______, ___% and if redeemed during the 12-month
period beginning of the years indicated at the Redemption Prices indicated below.


 


	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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


 


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


 


	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; provided, however, that installments of interest on this Security whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


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


 


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


 


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


 


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


 


[If applicable, insert conversion provisions set forth in any Board
Resolution or indenture supplemental to the Indenture.]


 


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


 


No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
(and premium or Make-Whole Amount, if any) and interest on this Security at the times, places and rate, and in the coin or currency, herein
prescribed.


 


As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, the transfer of this Security is registrable in the Security Register of the Company 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 premium or Make-Whole Amount,
if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon
one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different authorized denominations
but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.


 






     


     


    

 


This Security is subordinated to the prior payment in full in cash
of Senior Indebtedness to the extent set forth in Article Sixteen of the Indenture.


 


The Securities of this series are issuable only in registered form
[without coupons] in denominations of $ and any integral multiple thereof.


 


No service charge shall be made for any such registration of transfer
or conversion 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 may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.


 


No recourse shall be had for the payment of the principal of or premium
or Make-Whole Amount, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture supplemental thereto, against any past, present or future shareholder, employee, officer
or director, as such, of the Company or of any successor, either directly or through the Company or any successor, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.


 


The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State.


 






     


     


    

 


EXHIBIT B


 


FORMS OF CERTIFICATION


 


EXHIBIT B-1


 


FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED TO RECEIVE BEARER


SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO
THE EXCHANGE DATE


 


CERTIFICATE


 


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


 


This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that
are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations
Section 2.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own account or
for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Vaccitech plc
or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United
States or its possessions.


 


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


 


We undertake to advise you promptly by tested telex or by telecopy
on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as of such date.


 


This certificate excepts and does not relate to [U.S.$] of such interest
in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange for an interest
in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest)
cannot be made until we do so certify.


 


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


 


Dated: ___________


 


[To be dated no earlier than the 15th calendar day prior to (i) the
Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


 






     


     


    

 


	 	
    [Name of Person Making Certification]

	 	 
	 	 
	 	 
	 	(Authorized Signature)
	 	Name:
	 	Title:


 






     


     


    

 


EXHIBIT B-2


 


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CLEARSTREAM S.A. IN


CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL


SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO
THE EXCHANGE DATE


 


CERTIFICATE


 


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


 


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


 


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


 


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


 


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


 


Dated: ___________


 


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


 


[Morgan Guaranty Trust Company of New York, Brussels Office, as Operator
of the Euroclear System Clearstream Banking Luxembourg]


 






     


     


    

 


	 	By:	 
	 	Name:	 
	 	Title: