Exhibit 4.3


 


ENZO BIOCHEM, INC.


 


INDENTURE


 


Dated as of


 


__________, 20___



    	 



    	



    



TABLE OF CONTENTS


 


	 	 	 	 	 	Page No.
	 	 	 	 	 	 
	ARTICLE I	DEFINITIONS	 	1
	 	 	 	 
	 	Section 1.01.	Definitions	 	1
	 	 	 	 	 	 
	ARTICLE II	FORMS OF SECURITIES	 	7
	 	 	 	 
	 	Section 2.01.	Terms of the Securities	 	7
	 	Section 2.02.	Form of Trustee’s Certificate of Authentication	 	7
	 	Section 2.03.	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	 	8
	 	 	 	 	 	 
	ARTICLE III	THE DEBT SECURITIES	 	8
	 	 	 	 
	 	Section 3.01.	Amount; Issuable in Series	 	8
	 	Section 3.02.	Denominations	 	10
	 	Section 3.03.	Execution, Authentication, Delivery and Dating	 	10
	 	Section 3.04.	Temporary Securities	 	12
	 	Section 3.05.	Registrar	 	12
	 	Section 3.06.	Transfer and Exchange	 	13
	 	Section 3.07.	Mutilated, Destroyed, Lost and Stolen Securities	 	15
	 	Section 3.08.	Payment of Interest; Interest Rights Preserved	 	16
	 	Section 3.09.	Cancellation	 	17
	 	Section 3.10.	Computation of Interest	 	17
	 	Section 3.11.	Currency of Payments in Respect of Securities	 	17
	 	Section 3.12.	Judgments	 	18
	 	Section 3.13.	CUSIP Numbers	 	18
	 	 	 	 	 	 
	ARTICLE IV	REDEMPTION OF SECURITIES	 	18
	 	 	 	 
	 	Section 4.01.	Applicability of Right of Redemption	 	18
	 	Section 4.02.	Selection of Securities to be Redeemed	 	18
	 	Section 4.03.	Notice of Redemption	 	19
	 	Section 4.04.	Deposit of Redemption Price	 	19
	 	Section 4.05.	Securities Payable on Redemption Date	 	20
	 	Section 4.06.	Securities Redeemed in Part	 	20
	 	 	 	 	 	 
	ARTICLE V	SINKING FUNDS	 	20
	 	 	 	 
	 	Section 5.01.	Applicability of Sinking Fund	 	20
	 	Section 5.02.	Mandatory Sinking Fund Obligation	 	20
	 	Section 5.03.	Optional Redemption at Sinking Fund Redemption Price	 	21
	 	Section 5.04.	Application of Sinking Fund Payment	 	21
	 	 	 	 	 	 
	ARTICLE VI	PARTICULAR COVENANTS OF THE COMPANY	 	22
	 	 	 	 
	 	Section 6.01.	Payments of Securities	 	22
	 	Section 6.02.	Paying Agent	 	22
	 	Section 6.03.	To Hold Payment in Trust	 	22
	 	Section 6.04.	Merger, Consolidation and Sale of Assets	 	23
	 	Section 6.05.	Compliance Certificate	 	24
	 	Section 6.06.	Section 6.06 Conditional Waiver by Holders of Securities	 	24
	 	Section 6.07.	Statement by Officers as to Default	 	24



    	 



    	



    


	ARTICLE VII	REMEDIES OF TRUSTEE AND SECURITYHOLDERS	 	24
	 	 	 	 
	 	Section 7.01.	Events of Default	 	24
	 	Section 7.02.	Acceleration; Rescission and Annulment	 	25
	 	Section 7.03.	Other Remedies	 	26
	 	Section 7.04.	Trustee as Attorney-in-Fact	 	27
	 	Section 7.05.	Priorities	 	27
	 	Section 7.06.	Control by Securityholders; Waiver of Past Defaults	 	28
	 	Section 7.07.	Limitation on Suits	 	28
	 	Section 7.08.	Undertaking for Costs	 	28
	 	Section 7.09.	Remedies Cumulative	 	29
	 	 	 	 	 	 
	ARTICLE VIII	CONCERNING THE SECURITYHOLDERS	 	29
	 	 	 	 
	 	Section 8.01.	Evidence of Action of Securityholders	 	29
	 	Section 8.02.	Proof of Execution or Holding of Securities	 	29
	 	Section 8.03.	Persons Deemed Owners	 	30
	 	Section 8.04.	Effect of Consents	 	30
	 	 	 	 	 	 
	ARTICLE IX	SECURITYHOLDERS’ MEETINGS	 	30
	 	 	 	 
	 	Section 9.01.	Purposes of Meetings	 	30
	 	Section 9.02.	Call of Meetings by Trustee	 	31
	 	Section 9.03.	Call of Meetings by Company or Securityholders	 	31
	 	Section 9.04.	Qualifications for Voting	 	31
	 	Section 9.05.	Regulation of Meetings	 	31
	 	Section 9.06.	Voting	 	32
	 	Section 9.07.	No Delay of Rights by Meeting	 	32
	 	 	 	 	 	 
	ARTICLE X	REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’ LISTS	 	32
	 	 	 	 
	 	Section 10.01.	Reports by Trustee	 	32
	 	Section 10.02.	Reports by the Company	 	32
	 	Section 10.03.	Securityholders’ Lists	 	33
	 	 	 	 	 	 
	ARTICLE XI	CONCERNING THE TRUSTEE	 	33
	 	 	 	 
	 	Section 11.01.	Rights of Trustees; Compensation and Indemnity	 	33
	 	Section 11.02.	Duties of Trustee	 	35
	 	Section 11.03.	Notice of Defaults	 	36
	 	Section 11.04.	Eligibility; Disqualification	 	36
	 	Section 11.05.	Registration and Notice; Removal	 	37
	 	Section 11.06.	Successor Trustee by Appointment	 	37
	 	Section 11.07.	Successor Trustee by Merger	 	38
	 	Section 11.08.	Right to Rely on Officer’s Certificate	 	39
	 	Section 11.09.	Appointment of Authenticating Agent	 	39
	 	Section 11.10.	Communications by Securityholders with Other Securityholders	 	39
	 	 	 	 	 	 
	ARTICLE XII	SATISFACTION AND DISCHARGE; DEFEASANCE	 	40
	 	 	 	 
	 	Section 12.01.	Applicability of Article	 	40
	 	Section 12.02.	Satisfaction and Discharge of Indenture	 	40
	 	Section 12.03.	Defeasance upon Deposit of Moneys or U.S Government Obligations	 	41
	 	Section 12.04.	Repayment to Company	 	42
	 	Section 12.05.	Section 12.05 Indemnity for U.S Government Obligations	 	42
	 	Section 12.06.	Section 12.06 Application of Trust Money	 	42
	 	Section 12.07.	Deposits of Non-U.S	 	42



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	ARTICLE XIII	IMMUNITY OF CERTAIN PERSONS	 	42
	 	 	 	 
	 	Section 13.01.	No Personal Liability	 	42
	 	 	 	 	 	 
	ARTICLE XIV	SUPPLEMENTAL INDENTURES	 	43
	 	 	 	 
	 	Section 14.01.	Section 14.01 Without Consent of Securityholders	 	43
	 	Section 14.02.	With Consent of Securityholders; Limitations	 	44
	 	Section 14.03.	Trustee Protected	 	45
	 	Section 14.04.	Effect of Execution of Supplemental Indenture	 	45
	 	Section 14.05.	Notation on or Exchange of Securities	 	45
	 	Section 14.06.	Conformity with TIA	 	46
	 	 	 	 	 	 
	ARTICLE XV	SUBORDINATION OF SECURITIES	 	46
	 	 	 	 
	 	Section 15.01.	Agreement to Subordinate	 	46
	 	Section 15.02.	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	 	46
	 	Section 15.03.	No Payment on Securities in Event of Default on Senior Indebtedness	 	47
	 	Section 15.04.	Payments on Securities Permitted	 	47
	 	Section 15.05.	Authorization of Securityholders to Trustee to Effect Subordination	 	47
	 	Section 15.06.	Notices to Trustee	 	47
	 	Section 15.07.	Trustee as Holder of Senior Indebtedness	 	48
	 	Section 15.08.	Modifications of Terms of Senior Indebtedness	 	48
	 	Section 15.09.	Reliance on Judicial Order or Certificate of Liquidating Agent	 	48
	 	Section 15.10.	Satisfaction and Discharge; Defeasance and Covenant Defeasance	 	48
	 	Section 15.11.	Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness	 	49
	 	 	 	 	 	 
	ARTICLE XVI	MISCELLANEOUS PROVISIONS	 	49
	 	 	 	 
	 	Section 16.01.	Section 16.01 Certificates and Opinions as to Conditions Precedent	 	49
	 	Section 16.02.	Trust Indenture Act Controls	 	50
	 	Section 16.03.	Notices to the Company and Trustee	 	50
	 	Section 16.04.	Notices to Securityholders; Waiver	 	50
	 	Section 16.05.	Legal Holiday	 	50
	 	Section 16.06.	Effects of Headings and Table of Contents	 	51
	 	Section 16.07.	Successors and Assigns	 	51
	 	Section 16.08.	Separability Clause	 	51
	 	Section 16.09.	Benefits of Indenture	 	51
	 	Section 16.10.	Counterparts Originals	 	51
	 	Section 16.11.	Governing Law; Waiver of Trial by Jury	 	51



    	- iii -



    	



    

ENZO BIOCHEM, INC.


 


INDENTURE


 


Dated as of


 


__________, 20___


 


DEBT SECURITIES


 


Trustee


 


INDENTURE dated as of
_______________, 20___, among Enzo Biochem, Inc., a Delaware corporation (the “Company”),
and ____________, as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company
has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other
evidences of indebtedness (the “Securities”)
in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture;
and


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


That, in consideration
of the premises and the purchase of the Securities by the Holders thereof for the equal and proportionate benefit of all of the
present and future Holders of the Securities, each party agrees and covenants as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


(b) all terms used herein
without definition which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein; and


 


(c) 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.


 


(d) References to “Article”
or “Section” or other subdivision herein are references to an Article, Section or other subdivision of the Indenture,
unless the context otherwise requires.


 


Section 1.01. Definitions.


 


(a) Unless otherwise
defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in
the Trust Indenture Act.



    	 



    	



    

(b) Unless the context
otherwise requires, the terms defined in this Section 1.01(b) shall for all purposes of this Indenture have the meanings hereinafter
set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein
defined:


 


Affiliate:
The term “Affiliate,” with respect to any specified Person shall mean 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: The term “Authenticating Agent” shall have the meaning assigned to it in Section 11.09.


 


Board
of Directors: The term “Board of Directors” shall mean either the board of directors of the Company
or the executive or any other committee of that board duly authorized to act in respect hereof.


 


Board
Resolution: The term “Board Resolution” shall mean a copy of a resolution or resolutions certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors (or by a committee of
the Board of Directors to the extent that any such other committee has been authorized by the Board of Directors to establish or
approve the matters contemplated) and to be in full force and effect on the date of such certification and delivered to the Trustee.


 


Business
Day: The term “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, shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law or executive
order to close.


 


Capital
Stock: The term “Capital Stock” shall mean:


 


(a) in the case of a
corporation, corporate stock;


 


(b) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


 


(c) in the case of a
partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and


 


(d) any other interest
or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.


 


Code:
The term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the date hereof.


 


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


 


Company
Order: The term “Company Order” shall mean a written order signed in the name of the Company by the
Chairman, Chief Executive Officer, President, Chief Financial Officer, any Vice President, Treasurer, any Assistant Treasurer,
Controller, Secretary or any Assistant Secretary of the Company, and delivered to the Trustee.



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Corporate
Trust Office: The term “Corporate Trust Office,” or other similar term, shall mean the principal office
of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof
is located at _________, or such other address as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust officer of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).


 


Currency:
The term “Currency” shall mean U.S. Dollars or Foreign Currency.


 


Default:
The term “Default” shall have the meaning assigned to it in Section 11.03.


 


Defaulted
Interest: The term “Defaulted Interest” shall have the same meaning assigned to it in Section 3.08(b).


 


Depositary:
The term “Depositary” shall mean, with respect to the Securities of any series issuable in whole or in part in the
form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.01 until a successor
Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.


 


Designated
Currency: The term “Designated Currency” shall have the same meaning assigned to it in Section 3.12.


 


Discharged:
The term “Discharged” shall have the meaning assigned to it in Section 12.03.


 


Event
of Default: The term “Event of Default” shall have the meaning specified in Section 7.01.


 


Exchange
Act: The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


Exchange
Rate: The term “Exchange Rate” shall have the meaning assigned to it in Section 7.01.


 


Floating
Rate Security: The term “Floating Rate Security” shall mean a Security that provides for the payment
of interest at a variable rate determined periodically by reference to an interest rate index specified pursuant to Section 3.01.


 


Foreign
Currency: The term “Foreign Currency” shall mean a currency issued by the government of any country
other than the United States or a composite currency, the value of which is determined by reference to the values of the currencies
of any group of countries.


 


GAAP:
The term “GAAP,” with respect to any computation required or permitted hereunder, shall mean generally accepted accounting
principles in the United States as in effect from time to time, including, without limitation, those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession.


 


Global
Security: The term “Global Security” shall mean any Security that evidences all or part of a series
of Securities, issued in fully-registered certificated form to the Depositary for such series in accordance with Section 3.03 and
bearing the legend prescribed in Section 3.03(g).


 


Holder;
Holder of Securities: The terms “Holder” and “Holder of Securities” are defined under “Security
holder; Holder of Securities; Holder.”



    	- 3 -



    	



    

Indebtedness:
The term “Indebtedness” shall mean any and all obligations of a Person for money borrowed which, in accordance with
GAAP, would be reflected on the balance sheet of such Person as a liability on the date as of which Indebtedness is to be determined.


 


Indenture:
The term “Indenture” or “this Indenture” shall mean this instrument and all indentures supplemental hereto.


 


Interest:
The term “interest” shall mean, with respect to an Original Issue Discount Security that by its terms bears interest
only after Maturity, interest payable after Maturity.


 


Interest
Payment Date: The term “Interest Payment Date” shall mean, with respect to any Security, the Stated
Maturity of an installment of interest on such Security.


 


Mandatory
Sinking Fund Payment: The term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it
in Section 5.01.


 


Maturity:
The term “Maturity,” with respect to any Security, shall mean the date on which the principal of such Security shall
become due and payable as therein and herein provided, whether by declaration, call for redemption or otherwise.


 


Members:
The term “Members” shall have the meaning assigned to it in Section 3.03(i).


 


Officer’s
Certificate: The term “Officer’s Certificate” shall mean a certificate signed by any of the Chairman
of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer, any Vice President, Treasurer, any Assistant
Treasurer, Controller, Secretary or any Assistant Secretary of the Company and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 16.01 if and to the extent required by the provisions of such Section.


 


Opinion
of Counsel: The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel,
who may be an employee of or of counsel to the Company, or may be other counsel that meets the requirements provided for in Section
16.01.


 


Optional
Sinking Fund Payment: The term “Optional
Sinking Fund Payment” shall have the meaning assigned to it in Section 5.01.


 


Original
Issue Discount Security: The term “Original Issue Discount Security” shall mean any Security that is
issued with “original issue discount” within the meaning of Section 1273(a) of the Code and the regulations thereunder
and any other Security designated by the Company as issued with original issue discount for United States federal income tax purposes.


 


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


 


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


 


(b) Securities or portions
thereof for which payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities or Securities as to which the Company’s obligations have been Discharged;
provided, however, that if such Securities or portions thereof 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; and


 


(c) Securities that
have been paid pursuant to Section 3.07(b) 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 a Responsible
Officer of the Trustee proof



    	- 4 -



    	



    

satisfactory to it that such Securities
are held by a protected 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 Securities of a series Outstanding have performed any action
hereunder, Securities owned by the Company or any other obligor upon the Securities of such series 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 relying upon any such action, only Securities of such series that a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon such Securities or any Affiliate of the Company or of such other
obligor. In determining whether the Holders of the requisite principal amount of Outstanding Securities of a series have performed
any action hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such
purpose shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02 and the principal amount of a Security denominated
in a Foreign Currency that shall be deemed to be Outstanding for such purpose shall be the amount calculated pursuant to Section
3.11(b).


 


Paying
Agent: The term “Paying Agent” shall have the meaning assigned to it in Section 6.02(a).


 


Person:
The term “Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association,
a joint stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof.


 


Place
of Payment: The term “Place of Payment” shall mean, when used with respect to the Securities of any
series, the place or places where the principal of and premium, if any, and interest on the Securities of that series are payable
as specified pursuant to Section 3.01.


 


Predecessor
Security: The term “Predecessor Security” shall mean, with respect to any Security, 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 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed or stolen Security.


 


Record
Date: The term “Record Date” shall mean, with respect to any interest payable on any Security on any
Interest Payment Date, the close of business on any date specified in such Security for the payment of interest pursuant to Section
3.01.


 


Redemption
Date: The term “Redemption Date” shall mean, when used with respect to any Security to be redeemed,
in whole or in part, the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security, which,
in the case of a Floating Rate Security, unless otherwise specified pursuant to Section 3.01, shall be an Interest Payment Date
only.


 


Redemption
Price: The term “Redemption Price,” when used with respect to any Security to be redeemed, in whole
or in part, shall mean the price at which it is to be redeemed pursuant to the terms of the Security and this Indenture.


 


Register:
The term “Register” shall have the meaning assigned to it in Section 3.05(a).


 


Registrar:
The term “Registrar” shall have the meaning assigned to it in Section 3.05(a).


 


Responsible Officer:
The term “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust
Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.



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SEC:
The term “SEC” shall mean the U.S. Securities and Exchange Commission, as constituted from time to time.


 


Securities
Act: The term “Securities Act” shall mean the Securities Act of 1933, as amended.


 


Security:
The term “Security” or “Securities” shall have the meaning stated in the recitals and shall more particularly
mean one or more of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture.


 


Security
Custodian: The term “Security Custodian” shall mean the custodian with respect to any Global Security
appointed by the Depositary, or any successor Person thereto, and shall initially be the Paying Agent.


 


Securityholder;
Holder of Securities; Holder: The term “Securityholder” or “Holder of Securities” or “Holder,”
shall mean the Person in whose name Securities shall be registered in the Register kept for that purpose hereunder.


 


Senior
Indebtedness: The term “Senior Indebtedness” means the principal of (and premium, if any) and unpaid
interest on (x) Indebtedness of the Company, whether outstanding on the date hereof or thereafter created, incurred, assumed or
guaranteed, for money borrowed other than (a) any Indebtedness of the Company which when incurred, and without respect to any election
under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company
to any of its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes, (e) Trade Payables and
(f) any Indebtedness of the Company which is expressly subordinate in right of payment to any other Indebtedness of the Company,
and (y) renewals, extensions, modifications and refundings of any such Indebtedness. For purposes of the foregoing and the definition
of “Senior Indebtedness,” the phrase “subordinated in right of payment” means debt subordination only and
not lien subordination, and accordingly, (i) unsecured indebtedness shall not be deemed to be subordinated in right of payment
to secured indebtedness merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual
arrangements that provide for priorities among Holders of the same or different issues of indebtedness with respect to any collateral
or the proceeds of collateral shall not constitute subordination in right of payment. This definition may be modified or superseded
by a supplemental indenture.


 


Special
Record Date: The term “Special Record Date” shall have the meaning assigned to it in Section 3.08(b)(i).


 


Stated
Maturity: The term “Stated Maturity” when used with respect to any Security or any installment of interest
thereon, shall mean the date specified in such Security as the fixed date on which the principal (or any portion thereof) of or
premium, if any, on such Security or such installment of interest is due and payable.


 


Subsidiary:
The term “Subsidiary,” when used with respect to any Person, shall mean:


 


(a) any corporation,
limited liability company, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person (or a combination thereof); and


 


(b) any partnership
(i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the
only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


Successor
Company: The term “Successor Company” shall have the meaning assigned to it in Section 3.06(i).



    	- 6 -



    	



    

Trade
Payables: The term “Trade Payables” means accounts payable or any other Indebtedness or monetary obligations
to trade creditors created or assumed by the Company or any Subsidiary of the Company in the ordinary course of business (including
guarantees thereof or instruments evidencing such liabilities).


 


Trust
Indenture Act; TIA:  The term “Trust Indenture Act” or “TIA” shall mean the Trust Indenture
Act of 1939, as amended.


 


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


 


U.S.
Dollars: The term “U.S. Dollars” shall mean such currency of the United States as at the time of payment
shall be legal tender for the payment of public and private debts.


 


U.S.
Government Obligations: The term “U.S. Government Obligations” shall mean (i) direct non-callable obligations
of, or guaranteed by, the United States or (ii) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States, in either case, for the payment of which guarantee or obligation the full faith and credit
of the United States is pledged.


 


United
States: The term “United States” shall mean the United States of America (including the States and the
District of Columbia), its territories and its possessions and other areas subject to its jurisdiction.


 


ARTICLE II


 


FORMS
OF SECURITIES


 


Section 2.01. Terms
of the Securities.


 


(a) The Securities of
each series shall be substantially in the form set forth in a Company Order or in one or more indentures supplemental hereto, and
shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of identification 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 securities exchange
on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted,
or to conform to usage, all as determined by the officers executing such Securities as conclusively evidenced by their execution
of such Securities.


 


(b) The terms and provisions
of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to
be bound thereby.


 


Section 2.02. Form
of Trustee’s Certificate of Authentication.


 


(a) Only such of the
Securities as shall bear thereon a certificate substantially in the form of the Trustee’s certificate of authentication hereinafter
recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle the Holder
thereof to any right or benefit under this Indenture.


 


(b) Each Security shall
be dated the date of its authentication, except that any Global Security shall be dated as of the date specified as contemplated
in Section 3.01.


 


(c) The form of the
Trustee’s certificate of authentication to be borne by the Securities shall be substantially as follows:



    	- 7 -



    	



    

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Date of Authentication: ________________________________________________,
as Trustee


 


	 	By: 	 
	 	 	Authorized Signatory


 


Section 2.03. Form
of Trustee’s Certificate of Authentication by an Authenticating Agent. If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating
Agent to be borne by Securities of each such series shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities
issued referred to in the within-mentioned Indenture.


 


Date of Authentication: ________________________________________________,
as Trustee


 


	 	By: 	 
	 	 	Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 


ARTICLE III


 


THE
DEBT SECURITIES


 


Section 3.01. Amount;
Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture
is unlimited. The Securities may be issued in one or more series. There shall be set forth in a Company Order or in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series:


 


(a) the title of the
Securities of the series (which shall distinguish the Securities of such series from the Securities of all other series, except
to the extent that additional Securities of an existing series are being issued);


 


(b) whether the Securities
will be secured or unsecured, and the terms of any secured debt;


 


(c) the terms of the
subordination of any series of subordinated Securities;


 


(d) 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 10 authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series
pursuant to Section 3.04, Section 3.06, Section 3.07, Section 4.06, or Section 14.05);


 


(e) the dates on which
or periods during which the Securities of the series may be issued, and the dates on, or the range of dates within, which the principal
of and premium, if any, on the Securities of such series are or may be payable or the method by which such date or dates shall
be determined or extended;


 


(f) the rate or rates
at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined,
the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest



    	- 8 -



    	



    

shall be payable, and the Record Dates
for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or
dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;


 


(g) if other than U.S.
Dollars, the Currency in which Securities of the series shall be denominated or in which payment of the principal of, premium,
if any, or interest on the Securities of the series shall be payable and any other terms concerning such payment;


 


(h) if the amount of
payment of principal of, premium, if any, or interest on the Securities of the series may be determined with reference to an index,
formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the
Securities are stated to be payable, the manner in which such amounts shall be determined;


 


(i) if the principal
of, premium, if any, or interest on Securities of the series are to be payable, at the election of the Company or a Holder thereof,
in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period
or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining
the exchange rate between the Currency in which the Securities are denominated or payable without such election and the Currency
in which the Securities are to be paid if such election is made;


 


(j) the place or places,
if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest
on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer,
exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of
such series may be made;


 


(k) the form of consideration
in which principal of, premium or interest on the Securities will be paid;


 


(l) the price or prices
at which, the period or periods within which or the date or dates on which, and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;


 


(m) the obligation or
right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund, amortization
or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which
or the date or dates on which, the Currency or Currencies in which and the terms and conditions upon which Securities of the series
shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;


 


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


 


(o) if other than the
principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 7.02;


 


(p) whether the Securities
of the series are to be issued as Original Issue Discount Securities and the amount of discount with which such Securities may
be issued;


 


(q) provisions, if any,
for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related to satisfaction
and discharge;


 


(r) whether the Securities
of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary
for such Global Security or Securities and the terms and conditions, if any, upon which interests in such Global Security or Securities
may be exchanged in whole or in part for the individual Securities represented thereby;



    	- 9 -



    	



    


(s) the date as of which
any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be
issued;


 


(t) the form of the
Securities of the series;


 


(u) if the Securities
of the series are to be convertible into or exchangeable for any securities or property of any Person (including the Company),
the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions or changes, if any,
to permit or facilitate such conversion or exchange;


 


(v) whether the Securities
of such series are subject to subordination and the terms of such subordination;


 


(w) any restriction
or condition on the transferability of the Securities of such series;


 


(x) any addition or
change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;


 


(y) any addition or
change in the provisions related to supplemental indentures set forth in Sections 14.04 and 14.02 which applies to Securities of
such series;


 


(z) provisions, if any,
granting special rights to Holders upon the occurrence of specified events;


 


(aa) any addition to
or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or
the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any
addition or change in the provisions set forth in Article VII which applies to Securities of the series;


 


(bb) any addition to
or change in the covenants set forth in Article VI which applies to Securities of the series; and


 


(cc) any other terms
of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 14.01).


 


All Securities of any one series shall
be substantially identical, except as to denomination and except as may otherwise be provided herein or set forth in a Company
Order or in one or more indentures supplemental hereto.


 


Section 3.02. Denominations.
In the absence of any specification pursuant to Section 3.01 with respect to Securities of any series, the Securities of such series
shall be issuable only as Securities in denominations of any integral multiple of $1,000, and shall be payable only in U.S. Dollars.


 


Section 3.03. Execution,
Authentication, Delivery and Dating.


 


(a) The Securities shall
be executed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors,
Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, one of its Vice Presidents or Treasurer.
If the Person whose signature is on a Security no longer holds that office at the time the Security is authenticated and delivered,
the Security shall nevertheless be valid.


 


(b) At any time and
from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities
and, if required pursuant to Section 3.01, a supplemental indenture or Company Order setting forth the terms of the Securities
of a series.



    	- 10 -



    	



    

The Trustee shall thereupon authenticate
and deliver such Securities without any further action by the Company. The Company Order shall specify the amount of Securities
to be authenticated and the date on which the original issue of Securities is to be authenticated.


 


(c) In authenticating
the first Securities of any series and accepting the additional responsibilities under this Indenture in relation to such Securities
the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon an Officer’s Certificate
and an Opinion of Counsel, each prepared in accordance with Section 16.01 stating that the conditions precedent, if any, provided
for in the Indenture have been complied with.


 


(d) The Trustee shall
have the right to decline to authenticate and deliver the Securities under this Section 3.03 if the issue of the Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.


 


(e) Each Security shall
be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of
such series.


 


(f) Notwithstanding
the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued
at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to
the authentication and delivery of the first Security of such series;


 


(g) If the Company shall
establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities
that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series
to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect:


 


“Unless and until it is exchanged
in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”


 


The aggregate principal
amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security
Custodian, as provided in this Indenture.


 


(h) Each Depositary
designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times
while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or
regulation.


 


(i) Members of, or participants
in, the Depositary (“Members”) shall have no
rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian
under such Global Security, and the Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and
any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any
written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members,
the operation of customary practices of the Depositary governing the exercise of the rights of an owner a beneficial interest in
any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and
Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the
Securities.



    	- 11 -



    	



    

(j) No Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating
Agent by manual or facsimile signature of an authorized signatory of the Trustee, 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.


 


Section 3.04. Temporary
Securities.


 


(a) Pending the preparation
of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form 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. Any such temporary Security may be in global form, representing all or a portion
of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated
and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive
Security or Securities in lieu of which it is issued.


 


(b) If temporary Securities
of any series are issued, the Company will cause definitive Securities of such 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 such temporary Securities at the office or agency of the Company in a Place
of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount
of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


 


(c) Upon any exchange
of a portion of a temporary Global Security for a definitive Global Security or for the individual Securities represented thereby
pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction
of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for
all purposes by the amount so exchanged and endorsed.


 


Section 3.05. Registrar.


 


(a) The Company will
keep, at an office or agency to be maintained by it in a Place of Payment where Securities may be presented for registration or
presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”),
a security register for the registration and the registration of transfer or of exchange of the Securities (the registers maintained
in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred
to as the “Register”), as in this Indenture
provided, which Register shall at all reasonable times be open for inspection by the Trustee. Such Register shall be in written
form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more
co-Registrars; the term “Registrar” includes
any co-registrar.


 


(b) The Company shall
enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address
of each such agent. If the Company fails to maintain a Registrar for any series, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 11.01. The Company or any Affiliate thereof may act as Registrar, co-Registrar
or transfer agent.



    	- 12 -



    	



    

(c) The Company hereby
appoints the Trustee at its Corporate Trust Office as Registrar in connection with the Securities and this Indenture, until such
time as another Person is appointed as such.


 


Section 3.06. Transfer
and Exchange.


 


(a) Transfer.


 


(i) Upon surrender
for registration of transfer of any Security of any series at the Registrar the Company shall execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series for
like aggregate principal amount of any authorized denomination or denominations. The transfer of any Security shall not be valid
as against the Company or the Trustee unless registered at the Registrar at the request of the Holder, or at the request of his,
her or its attorney duly authorized in writing.


 


(ii) Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented
thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of
such successor Depositary.


 


(b) Exchange.


 


(i) At the
option of the Holder, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other
Securities of the same series for like aggregate principal amount of any authorized denomination or denominations, upon surrender
of the Securities to be exchanged at the Registrar.


 


(ii) Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.


 


(c) Exchange of Global
Securities for Individual Securities. Except as provided below, owners of beneficial interests in Global Securities will not be
entitled to receive individual Securities.


 


(i) Individual
Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if: (A) at
any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible
under Section 3.03(h) and, in each case, a successor Depositary is not appointed by the Company within 90 days of such notice,
or (B) the Company executes and delivers to the Trustee and the Registrar an Officer’s Certificate stating that such Global
Security shall be so exchangeable.


 


In connection with the
exchange of an entire Global Security for individual Securities pursuant to this subsection (c), such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such series, will authenticate and deliver to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal
amount of individual Securities of authorized denominations.


 


(ii) The owner
of a beneficial interest in a Global Security will be entitled to receive an individual Security in exchange for such interest
if an Event of Default has occurred and is



    	- 13 -



    	



    

continuing. Upon receipt by the Security
Custodian and Registrar of instructions from the Holder of a Global Security directing the Security Custodian and Registrar to
(x) issue one or more individual Securities in the amounts specified to the owner of a beneficial interest in such Global Security
and (y) debit or cause to be debited an equivalent amount of beneficial interest in such Global Security, subject to the rules
and regulations of the Depositary:


 


(A) the Security
Custodian and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and amount of such
beneficial interest in such Global Security;


 


(B) the Company
shall promptly execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities
of such series, shall authenticate and deliver to such beneficial owner individual Securities in an equivalent amount to such beneficial
interest in such Global Security; and


 


(C) the Security
Custodian and Registrar shall decrease such Global Security by such amount in accordance with the foregoing. In the event that
the individual Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from
the Holder of a Global Security to issue such individual Securities, the Company expressly 14 acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial Holder of Securities to pursue
such remedy with respect to the portion of the Global Security that represents such beneficial Holder’s Securities as if
such individual Securities had been issued.


 


(iii) If specified
by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole or in part for individual Securities of such series
on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,


 


(A) to each
Person specified by such Depositary a new individual Security or Securities of the same series, of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security; and


 


(B) to such
Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of individual Securities delivered to Holders thereof.


 


(iv) In any
exchange provided for in clauses (i) through (iii), the Company will execute and the Trustee will authenticate and deliver individual
Securities in registered form in authorized denominations.


 


(v) Upon the
exchange in full of a Global Security for individual Securities, such Global Security shall be canceled by the Trustee. Individual
Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities
are so registered.


 


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



    	- 14 -



    	



    

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


 


(f) No service charge
will be made for any registration of transfer or exchange of Securities. The Company may require payment of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense
or charge to the Holders.


 


(g) The Company shall
not be required to (i) register, transfer or exchange Securities of any series during a period beginning at the opening of business
15 days before the day of the transmission of a notice of redemption of Securities of such series selected for redemption under
Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register, transfer or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


(h) Prior to the due
presentation for registration of transfer or exchange of Page 27 any Security, the Company, the Trustee, the Paying Agent, the
Registrar, any co-Registrar or any of their agents may deem and treat the Person in whose name a Security is registered as the
absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for all purposes whatsoever, and none of the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents shall be affected by any notice to the contrary.


 


(i) In case a successor
Company (“Successor Company”) has executed an
indenture supplemental hereto with the Trustee pursuant to Article XIV, any of the Securities authenticated or delivered pursuant
to such transaction may, from time to time, at the request of the Successor Company, be exchanged for other Securities executed
in the name of the Successor Company with such changes in phraseology and form as may be appropriate, but otherwise identical to
the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor
Company, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall
at any time be authenticated and delivered in any new name of a Successor Company pursuant to this Section 3.06 in exchange or
substitution for or upon registration of transfer of any Securities, such Successor Company, at the option of the Holders but without
expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered
in such new name.


 


(j) Each Holder of a
Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment
of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state
securities laws.


 


(k) The Trustee shall
have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


(l) Neither the Trustee
nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.


 


Section 3.07. Mutilated,
Destroyed, Lost and Stolen Securities.


 


(a) If (i) any mutilated
Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee security
or indemnity bond satisfactory to them to



    	- 15 -



    	



    

save each of them and any Paying Agent
harmless, and neither the Company nor the Trustee receives notice that such Security has been acquired by a protected purchaser,
then the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal
amount, bearing a number not contemporaneously outstanding, that neither gain nor loss in interest shall result from such exchange
or substitution.


 


(b) In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay the amount due on such Security in accordance with its terms.


 


(c) 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 respect thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


(d) Every new Security
of any series issued pursuant to this Section shall constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.


 


(e) 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.


 


Section 3.08. Payment
of Interest; Interest Rights Preserved.


 


(a) Interest on any
Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in
whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for
such interest notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the Record Date. Payment
of interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01)
or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in
the Register or, in accordance with arrangements satisfactory to the Trustee, by wire transfer to an account designated by the
Holder.


 


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


 


(i) The Company
may elect to make payment of any Defaulted Interest to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special
Record Date”), 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 such Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 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



    	- 16 -



    	



    

prepaid, to the Holders of such Securities
at their addresses as they appear in the Register, not less than 10 calendar days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (ii).


 


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


 


(c) Subject to the provisions
set forth herein relating to Record Dates, each Security delivered pursuant to any provision of this Indenture in exchange or substitution
for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.


 


Section 3.09. Cancellation.
Unless otherwise specified pursuant to Section 3.01 for Securities of any series, all Securities surrendered for payment, redemption,
registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee for cancellation and shall be promptly canceled by it and, if surrendered to the
Trustee, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled
as provided in this Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities
held by it in accordance with its then customary procedures and deliver a certificate of such disposal to the Company upon its
request therefor. The acquisition of any Securities by the Company shall not operate as a redemption or satisfaction of the Indebtedness
represented thereby unless and until such Securities are surrendered to the Trustee for cancellation.


 


Section 3.10. Computation
of Interest. Except as otherwise specified pursuant to Section 3.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11. Currency
of Payments in Respect of Securities.


 


(a) Except as otherwise
specified pursuant to Section 3.01 for Securities of any series, payment of the principal of and premium, if any, and interest
on Securities of such series will be made in U.S. Dollars.


 


(b) For purposes of
any provision of the Indenture in which the Holders of Outstanding Securities may perform an action that requires that a specified
percentage of the Outstanding Securities of all series perform such action and for purposes of any decision or determination by
the Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on the Securities of all series in
respect of which moneys are to be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding Securities
denominated in a Foreign Currency will be the amount in U.S. Dollars based upon exchange rates, determined as specified pursuant
to Section 3.01 for Securities of such series, as of the date for determining whether the Holders entitled to perform such action
have performed it or as of the date of such decision or determination by the Trustee, as the case may be.


 


(c) Any decision or
determination to be made regarding exchange rates shall be made by an agent appointed by the Company; provided, that such agent
shall accept such appointment in writing and the terms of such appointment shall, in the opinion of the Company at the time of
such appointment, require such agent to make such determination by a method consistent with the method provided pursuant to Section
3.01 for the making of such decision or determination. All decisions and determinations of such agent regarding exchange rates
shall, in



    	- 17 -



    	



    

the absence of manifest error, be conclusive
for all purposes and irrevocably binding upon the Company, the Trustee and all Holders of the Securities.


 


Section 3.12. Judgments.
The Company may provide pursuant to Section 3.01 for Securities of any series that (a) the obligation, if any, of the Company to
pay the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the
“Designated Currency”) as may be specified pursuant
to Section 3.01 is of the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of
such Securities shall be given in the Designated Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of and premium, if any, and interest on such Securities shall, notwithstanding any payment in any other
Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency
that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other
Currency (after any premium and cost of exchange) on the business day in the country of issue of the Designated Currency or in
the international banking community (in the case of a composite currency) immediately following the day on which such Holder receives
such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally
due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation
of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.


 


Section 3.13. CUSIP
Numbers. The Company in issuing any Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and
thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption or exchange with respect to
such series provided that any such notice may state that no representation is made as to the correctness of such numbers either
as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers.


 


ARTICLE IV


 


REDEMPTION
OF SECURITIES


 


Section 4.01. Applicability
of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund, amortization or analogous provision)
permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for Securities
of any series) in accordance with this Article; provided, however, that if any such terms of a series of Securities shall conflict
with any provision of this Article, the terms of such series shall govern.


 


Section 4.02. Selection
of Securities to be Redeemed.


 


(a) If the Company shall
at any time elect to redeem all or any portion of the Securities of a series then Outstanding, it shall at least 30 days prior
to the Redemption Date fixed by the Company (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of
such Redemption Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, by lot or
in such other manner as the Trustee shall deem appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. In
any case where more than one Security of such series is registered in the same name, the Trustee may treat the aggregate principal
amount so registered as if it were represented by one Security of such series. The Trustee shall, as soon as practicable, notify
the Company in writing of the Securities and portions of Securities so selected.


 


(b) For all purposes
of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that
has been or is to be redeemed. If the Company shall



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so direct, Securities registered in the
name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.


 


Section 4.03. Notice
of Redemption.


 


(a) Notice of redemption
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company;
provided, however, that the Company makes such request at least 3 days prior to the date by which such notice of redemption must
be given to Holders in accordance with this Section 4.03; provided further that, the text of such notice shall be prepared by the
Company. Any such notice shall be delivered in the manner provided in Section 16.04 not less than 30 days before the Redemption
Date unless the Trustee consents to a shorter period, to the Holders of Securities of any series to be redeemed in whole or in
part pursuant to this Article. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Failure to give such notice, or any defect in such notice to the Holder of any Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any notice of redemption with respect to the Holder of
any other Security of such series.


 


(b) All notices of redemption
shall identify the Securities to be redeemed (including CUSIP, ISIN or other similar numbers, if available) and shall state:


 


(i) such election
by the Company to redeem Securities of such series pursuant to provisions contained in this Indenture or the terms of the Securities
of such series or a supplemental indenture establishing such series, if such be the case;


 


(ii) the Redemption
Date;


 


(iii) the Redemption
Price;


 


(iv) if less
than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the Securities of such series to be redeemed;


 


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


 


(vi) the Place
or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price;


 


(vii) that
the redemption is for a sinking fund, if such is the case; and


 


(viii) that
the Securities must be surrendered to the Paying Agent for payment of the Redemption Price.


 


If the Redemption Price is not known at
the time such notice is to be given, the actual Redemption Price, calculated as described in this Indenture, or the Securities
to be redeemed, will be set forth in an additional Officer’s Certificate of the Company delivered to the Trustee, no later
than two Business Days prior to the Redemption Date.


 


Section 4.04. Deposit
of Redemption Price. On or prior to 11:00 a.m., New York City time, on the Redemption Date for any Securities, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 6.03) an amount of money in the Currency in which such Securities are denominated (except as provided
pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof that are to be redeemed
on that date.



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Section 4.05. Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, any Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall Default
in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price; provided, however, that (unless
otherwise provided pursuant to Section 3.01) installments of interest that have a Stated Maturity on or prior to the Redemption
Date for such Securities shall be payable according to the terms of such Securities and the provisions of Section 3.08.


 


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


 


Section 4.06. Securities
Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office or such
other office or agency of the Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar and the
Trustee duly executed by the Holder thereof or his, her or its 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 like tenor and form, 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; except that if a Global Security
is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global
Security, 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. In the case of a Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a notation
on such Security of the payment of the redeemed portion thereof.


 


ARTICLE V


 


SINKING
FUNDS


 


Section 5.01. Applicability
of Sinking Fund.


 


(a) Redemption of Securities
permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities
shall be made in accordance with such terms of such series of Securities and this Article, except as otherwise specified pursuant
to Section 3.01 for Securities of such series, provided, however, that if any such terms of a series of Securities shall conflict
with any provision of this Article, the terms of such series shall govern.


 


(b) The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory
Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an “Optional Sinking Fund
Payment.” If provided for by the terms of Securities of any series, the cash amount of any Mandatory Sinking Fund
Payment may be subject to reduction as provided in Section 5.02.


 


Section 5.02. Mandatory
Sinking Fund Obligation. The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or
in part, with respect to a particular series of Securities by (a) delivering to the Trustee Securities of such series in transferable
form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section
4.03 or (b) receiving credit for Securities of such series (not previously so credited) acquired by the Company and theretofore
delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the 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. If the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation,
it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a written notice signed on
behalf of the Company by its Chairman of the Board



    	- 20 -



    	



    

of Directors, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, one of its Vice Presidents, its Treasurer or one of its Assistant
Treasurers, which shall designate the Securities (and portions thereof, if any) so delivered or credited and which shall be accompanied
by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Company, at or
before the time so required, to give such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall
be paid entirely in moneys.


 


Section 5.03. Optional
Redemption at Sinking Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02, to the extent, if
any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking Fund
Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Company
to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward to
any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation
as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any year it
shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a certificate signed by its
Chairman of the Board of Directors, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, one of
its Vice Presidents, Treasurer or one of its Assistant Treasurers stating that the Company will exercise such optional right, and
specifying the amount which the Company will pay on or before the next succeeding sinking fund payment date. Such certificate shall
also state that no Event of Default has occurred and is continuing.


 


Section 5.04. Application
of Sinking Fund Payment.


 


(a) If the sinking fund
payment or payments made in funds pursuant to either Section 5.02 or 5.03 with respect to a particular series of Securities plus
any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a
lesser sum if the Company shall so request, or such equivalent sum for Securities denominated other than in U.S. Dollars), it shall
be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such payment
shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption
of Securities of such series at the redemption price specified pursuant to Section 4.03(b). The Trustee shall select, in the manner
provided in Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such
series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the Company, thereupon cause notice
of redemption of the Securities to be given in substantially the manner provided in Section 4.03(a) for the redemption of Securities
in part at the option of the Company, except that the notice of redemption shall also state that the Securities are being redeemed
for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall
be added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund
payment date with respect to Securities of such series, and not held for the payment or redemption of particular Securities of
such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity.


 


(b) On or prior to each
sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest accrued to but not including the date
fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.


 


(c) The Trustee shall
not redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by
operation of the sinking fund during the continuance of a Default in payment of interest on any Securities of such series or of
any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) of which the Trustee has actual
knowledge, except that if the notice of redemption of any Securities of such series shall theretofore have been mailed in accordance
with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be deposited with
the Trustee in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund at the time any such
Default or Event of Default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of all the Securities of such series; provided, however, that
in case such Default or Event of Default shall have been cured or waived as



    	- 21 -



    	



    

provided herein, such moneys shall thereafter
be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of
this Section 5.04.


 


ARTICLE VI


 


PARTICULAR
COVENANTS OF THE COMPANY


 


The Company hereby covenants
and agrees as follows:


 


Section 6.01. Payments
of Securities. The Company will duly and punctually pay the principal of and premium, if any, on each series of Securities,
and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in this
Indenture.


 


Section 6.02. Paying
Agent.


 


(a) The Company will
maintain in each Place of Payment for any series of Securities, if any, an office or agency where Securities may be presented or
surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served (the “Paying
Agent”). The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as Paying Agent to receive all presentations,
surrenders, notices and demands.


 


(b) The Company may
also from time to time designate different or additional offices or agencies where the Securities of any series may be presented
or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations
described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation
or rescission of designation and of any change in the location of any such different or additional office or agency. The Company
shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each
such agent. The Company or any Affiliate thereof may act as Paying Agent.


 


Section 6.03. To
Hold Payment in Trust.


 


(a) If the Company or
an Affiliate thereof shall at any time act as Paying Agent with respect to any series of Securities, then, on or before the date
on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result
of the calling thereof for redemption shall become payable, the Company or such Affiliate will segregate and hold in trust for
the benefit of the Holders of such Securities or the Trustee a sum sufficient to pay such principal and premium, if any, or interest
which shall have so become payable until such sums shall be paid to such Holders or otherwise disposed of as herein provided, and
will notify the Trustee of its action or failure to act in that regard. Upon any proceeding under any federal bankruptcy laws with
respect to the Company or any Affiliate thereof, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall
replace the Company or such Affiliate as Paying Agent.


 


(b) If the Company shall
appoint, and at the time have, a Paying Agent for the payment of the principal of and premium, if any, or interest on any series
of Securities, then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any, or interest
on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling
thereof for redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such principal and premium, if
any, or interest, such sum to be held in trust for the benefit of the Holders of such Securities or the Trustee, and (unless such



    	- 22 -



    	



    

Paying Agent is the Trustee), the Company
or any other obligor of such Securities will promptly notify the Trustee of its payment or failure to make such payment.


 


(c) If the Paying Agent
shall be other than the Trustee, the Company will cause such Paying Agent 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 6.03, that such Paying Agent shall:


 


(i) hold all
moneys held by it for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust
for the benefit of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposed of as herein
provided;


 


(ii) give to
the Trustee notice of any Default by the Company or any other obligor upon the Securities of that series in the making of any payment
of the principal of and premium, if any, or interest on the Securities of that series; and


 


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


 


(d) Anything in this
Section 6.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release, satisfaction
or discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company
or by any Paying Agent other than the Trustee as required by this Section 6.03, 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.


 


(e) Subject to any applicable
abandoned property law, 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, if any, or interest on any Security of any series and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable shall be paid to the Company upon Company Order
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 amounts 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 a newspaper published in the English language, customarily published on each Business
Day and of general circulation in _______, notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


Section 6.04. Merger,
Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities:


 


(a) The Company will
not consolidate with any other entity or accept a merger of any other entity into the Company or permit the Company to be merged
into any other entity, or sell other than for cash or lease all or substantially all its assets to another entity, or purchase
all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or (ii) the
successor, transferee or lessee entity (if other than the Company) shall expressly assume, by indenture supplemental hereto, executed
and delivered by such entity prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual payment
of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual
performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities
to be performed or observed by the Company. A purchase by a Subsidiary of all or substantially all of the assets of another entity
shall not be deemed to be a purchase of such assets by the Company.


 


(b) Upon any consolidation
with or merger into any other entity, or any sale other than for cash, or any conveyance or lease of all or substantially all of
the assets of the Company in accordance with this



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Section 6.04, the successor entity formed
by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities,
and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name
of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done
by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of
any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not
any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section
6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved
and liquidated.


 


Section 6.05. Compliance
Certificate. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company
shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from the Chief Executive
Officer, President, Chief Operating Officer, Principal Financial Officer, Principal Accounting Officer, any Vice President or Treasurer
as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which compliance
shall be determined without regard to any period of grace or requirement of notice provided under this Indenture) and, in the event
of any Default, specifying each such Default and the nature and status thereof of which such person may have knowledge. Such certificates
need not comply with Section 16.01 of this Indenture.


 


Section 6.06. Section
6.06 Conditional Waiver by Holders of Securities. Anything in this Indenture to the contrary notwithstanding, the Company may
fail or omit in any particular instance to comply with a covenant or condition set forth herein with respect to any series of Securities
if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided
in Article VIII) of the consent of the Holders of a majority in aggregate principal amount of the Securities of such series at
the time Outstanding, either waiving such compliance in such instance or generally waiving 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, or impair any
right consequent thereon and, until such waiver shall have become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force and effect.


 


Section 6.07. Statement
by Officers as to Default. The Company shall deliver to the Trustee as soon as possible and in any event within 30 days after
the Company becomes aware of the occurrence of any Event of Default or an event which, with the giving of notice or the lapse of
time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the details of such Event of Default
or Default and the action which the Company proposes to take with respect thereto.


 


ARTICLE VII


 


REMEDIES
OF TRUSTEE AND SECURITYHOLDERS


 


Section 7.01. Events
of Default. Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose,
the term “Event of Default” as used in this
Indenture with respect to Securities of any series shall mean one of the following described events unless it is either inapplicable
to a particular series or it is specifically deleted or modified in the manner contemplated in Section 3.01:


 


(a) the failure of the
Company to pay any installment of interest on any Security of such series when and as the same shall become payable, which failure
shall have continued unremedied for a period of 90 days; provided, however, that a valid extension of an interest payment period
by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment
of interest for this purpose;


 


(b) the failure of the
Company to pay the principal of (and premium, if any, on) any Security of such series, when and as the same shall become payable,
whether at Maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as
authorized by this Indenture or otherwise;



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(c) the failure of the
Company to pay a sinking fund installment, if any, when and as the same shall become payable by the terms of a Security of such
series, which failure shall have continued unremedied for a period of 30 days;


 


(d) the failure of the
Company, subject to the provisions of Section 6.06, to perform any covenants or agreements contained in this Indenture (including
any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01)
(other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities
other than that series and other than a covenant or agreement a default in the performance of which is elsewhere in this Section
7.01 specifically addressed), which failure shall not have been remedied, or without provision deemed to be adequate for the remedying
thereof having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall
have been given to the Company and the Trustee by Holders of not less than a majority in aggregate principal amount of the Securities
of such series then Outstanding, specifying such failure, requiring the Company to remedy the same and stating that such notice
is a “Notice of Default” hereunder;


 


(e) the entry by a court
having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case under the
federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or
similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;


 


(f) the commencement
by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry
of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of substantially
all the property of the Company or the making by it of an assignment for the benefit of creditors or the admission by it in writing
of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance
of any action; or


 


(g) the occurrence of
any other Event of Default with respect to Securities of such series as provided in Section 3.01; provided, however, that no event
described in clause (d) or (other than with respect to a payment default) (g) above shall constitute an Event of Default hereunder
until a Responsible Officer assigned to and working in the Trustee’s corporate trust department has actual knowledge thereof
or until a written notice of any such event is received by the Trustee at the Corporate Trust Office, and such notice refers to
the facts underlying such event, the Securities generally, the Company and the Indenture. Notwithstanding the foregoing provisions
of this Section 7.01, if the principal or any premium or interest on any Security is payable in a Currency other than the Currency
of the United States and such Currency is not available to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to Holders
of the Securities by making such payment in the Currency of the United States in an amount equal to the Currency of the United
States equivalent of the amount payable in such other Currency, as determined by the Company by reference to the noon buying rate
in for cable transfers for such Currency (“Exchange Rate”), as such Exchange Rate is reported or otherwise made available
by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then available, on the basis of the
most recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section 7.01, any payment made under such
circumstances in the Currency of the United States where the required payment is in a Currency other than the Currency of the United
States will not constitute an Event of Default under this Indenture.


 


Section 7.02. Acceleration;
Rescission and Annulment.


 


(a) Except as otherwise
provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the above-described Events
of Default (other than an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect to Securities of
any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default,
the Trustee or the Holders of not less than a majority in principal amount of the Securities of such series then Outstanding may
declare the principal



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(or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of and
all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default specified in Section 7.01(e) or 7.01(f) occurs and is
continuing, then in every such case, the principal amount of all of the Securities of that series then Outstanding shall automatically,
and without any declaration or any other action on the part of the Trustee or any Holder, become due and payable immediately. Upon
payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.01 and except as otherwise
provided pursuant to Section 3.01), all obligations of the Company in respect of the payment of principal of and interest on the
Securities of such series shall terminate.


 


(b) The provisions of
Section 7.02(a), however, are subject to the condition that, at any time after the principal of all the Securities of such series,
to which any one or more of the above-described Events of Default is applicable, shall have been so declared to be due and payable,
and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article,
the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived,
and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:


 


(i) the Company
has paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject
to Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay


 


(A) all amounts
owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however, that all sums payable under
this clause shall be paid in U.S. Dollars);


 


(B) all arrears
of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally
enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor
in such Securities); and


 


(C) the principal
of and premium, if any, on any Securities of such series that have become due otherwise than by such declaration of acceleration
and interest thereon; and


 


(ii) every
other Default and Event of Default with respect to Securities of that series, other than the non-payment of the principal of Securities
of that series which have become due solely by such declaration of acceleration, has been cured or waived as provided in Section
7.06.


 


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


 


(d) For all purposes
under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded
and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be
such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


Section 7.03. Other
Remedies. If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series
or shall fail to pay the principal of and premium, if any, on any of the Securities of such series when and as the same shall become
due and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by declaration as authorized
by this Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series
of Securities, then, upon



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demand of the Trustee, the Company will
pay to the Paying Agent for the benefit of the Holders of Securities of such series then Outstanding the whole amount which then
shall have become due and payable on all the Securities of such series, with interest on the overdue principal and premium, if
any, and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by the Securities
of such series, and all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a).


 


In case the Company
shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid,
and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable
out of the property of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided
by law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts
owing the Trustee and any predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders
of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of
the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the
production of any thereof at any trial or any proceeding relative thereto.


 


Section 7.04. Trustee
as Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by receiving and holding
the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with
authority to make or file (whether or not the Company shall be in Default in respect of the payment of the principal of, or interest
on, any of the Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any
receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other
obligor upon the Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt,
petitions, consents, other papers and documents and amendments of any thereof, as may be necessary or advisable in order to have
the claims of the Trustee and any predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding
and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any
and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable
in order to enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of
such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding
is hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively
deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only
to or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor trustee hereunder under Section
11.01(a); provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment affecting the Securities or
the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder of any Securities
in any such proceeding.


 


Section 7.05. Priorities.
Any moneys or properties collected by the Trustee with respect to a series of Securities under this Article VII shall be applied
in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in the
case of the distribution of such moneys or properties on account of the Securities of any series, upon presentation of the Securities
of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First: To the payment
of all amounts due to the Trustee and any predecessor trustee hereunder under Section 11.01(a).


 


Second: In case the
principal of the Outstanding Securities of such series shall not have become due and be unpaid, to the payment of interest on the
Securities of such series, in the chronological order of the Maturity of the installments of such interest, with interest (to the
extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by such
Securities, such payments to be made ratably to the Persons entitled thereto.



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Third: In case the principal
of the Outstanding Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount
then owing and unpaid upon the Securities of such series for principal and premium, if any, and interest, with interest on the
overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate borne by the Securities of such series, and in case such moneys shall be insufficient to pay in full the
whole amounts so due and unpaid upon the Securities of such series, then to the payment of such principal and premium, if any,
and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest any other Security of such series, ratably to the aggregate of such principal
and premium, if any, and accrued and unpaid interest.


 


Any surplus then remaining
shall be paid to the Company or as directed by a court of competent jurisdiction.


 


Section 7.06. Control
by Securityholders; Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities of any series
at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series,
provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right to decline to
follow any such direction if the Trustee being advised by counsel determines in good faith that the action so directed may not
lawfully be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in personal
liability. Prior to any declaration accelerating the Maturity of the Securities of any series, the Holders of a majority in aggregate
principal amount of such series of Securities at the time Outstanding may on behalf of the Holders of all of the Securities of
such series waive any past Default or Event of Default hereunder and its consequences except a Default in the payment of interest
or any premium on or the principal of the Securities of such series. Upon any such waiver the Company, the Trustee and the Holders
of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default
or Event of Default hereunder shall have been waived as permitted by this Section 7.06, said Default or Event of Default shall
for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.


 


Section 7.07. Limitation
on Suits. No Holder of any Security of any series shall have any right to institute any action, suit or proceeding at law or
in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each
case with respect to an Event of Default with respect to such series of Securities, unless such Holder previously shall have given
to the Trustee written notice of one or more of the Events of Default herein specified with respect to such series of Securities,
and unless also the Holders of not less than a majority in principal amount of the Securities of such series then Outstanding shall
have requested the Trustee in writing to take action in respect of the matter complained of, and unless also there shall have been
offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; and such notification, request and offer of indemnity are hereby declared
in every such case to be conditions precedent to any such action, suit or proceeding by any Holder of any Security of such series;
it being understood and intended that no one or more of the Holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner herein provided, and that every
action, suit or proceeding at law or in equity shall be instituted, had and maintained in the manner herein provided and for the
equal benefit of all Holders of the Outstanding Securities of such series; provided, however, that nothing in this Indenture or
in the Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on the Securities of such series to the respective Holders of such Securities
at the respective due dates in such Securities stated, or affect or impair the right, which is also absolute and unconditional,
of such Holders to institute suit to enforce the payment thereof.


 


Section 7.08. Undertaking
for Costs. All parties to this Indenture and each Holder of any Security, by such Holder’s acceptance thereof, shall
be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the enforcement of
any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or omitted
by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such
action, suit or proceeding, and that such



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court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in such action, suit or proceeding,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the
provisions of this Section 7.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit
or proceeding instituted by any one or more Holders of Securities holding in the aggregate more than 10% in principal amount of
the Securities of any series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of any series
for the enforcement of the payment of the principal of or premium, if any, or the interest on, any of the Securities of such series,
on or after the respective due dates expressed in such Securities.


 


Section 7.09. Remedies
Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities of any series is intended
to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee
or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event of Default shall
impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence
therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of Securities of any series, respectively,
may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders of Securities of such
series, as the case may be. In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any right
under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder of Securities, then and in every
such case the Company, the Trustee and the Holders of the Securities of such series shall severally and respectively be restored
to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the Trustee and the Holders of
the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters so waived or
adjudicated.


 


ARTICLE VIII


 


CONCERNING
THE SECURITYHOLDERS


 


Section 8.01. Evidence
of Action of Securityholders. Whenever in this Indenture it is provided that the Holders of a specified percentage or a majority
in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of
taking any such action the Holders of such specified percentage or majority have joined therein may be evidenced by (a) any instrument
or any number of instruments of similar tenor executed by Securityholders in person, an agent or by a proxy appointed in writing,
including through an electronic system for tabulating consents operated by the Depositary for such series or otherwise (such action
becoming effective, except as herein otherwise expressly provided, when such instruments or evidence of electronic consents are
delivered to the Trustee and, where it is hereby expressly required, to the Company), or by the record of the Holders of Securities
voting in favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article IX,
or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders.


 


Section 8.02. Proof
of Execution or Holding of Securities. Proof of the execution of any instrument by a Securityholder or his, her or its agent
or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a) The fact and date
of the execution by any Person of any such instrument may be proved (i) by the certificate of any notary public or other officer
in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such jurisdiction,
that the Person who signed such instrument did acknowledge before such notary public or other officer the execution thereof, (ii)
by the affidavit of a witness of such execution sworn to before any such notary or other officer or (iii) in such other reasonable
manner acceptable to the Trustee. Where such execution is by a Person acting in other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her authority.



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(b) The ownership of
Securities of any series shall be proved by the Register of such Securities or by a certificate of the Registrar for such series.


 


(c) The record of any
Holders’ meeting shall be proved in the manner provided in Section 9.06.


 


(d) The Trustee may
require such additional proof of any matter referred to in this Section 8.02 as it shall deem appropriate or necessary, so long
as the request is a reasonable one.


 


(e) If the Company shall
solicit from the Holders of Securities of any series any action, the Company may, at its option fix in advance a record date for
the determination of Holders of Securities entitled to take such action, but the Company shall have no obligation to do so. Any
such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such action may be sought or
given before or after the record date, but only the Holders of Securities of record at the close of business on such record date
shall be deemed to be Holders of Securities for the purpose of determining whether Holders of the requisite proportion of Outstanding
Securities of such series have authorized or agreed or consented to such action, and for that purpose the Outstanding Securities
of such series shall be computed as of such record date.


 


Section 8.03. Persons
Deemed Owners.


 


(a) The Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner
of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest,
if any, on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All payments made to any Holder,
or upon his, her or its order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the
liability for moneys payable upon such Security.


 


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


 


Section 8.04. Effect
of Consents. After an amendment, supplement, waiver or other action becomes effective as to any series of Securities, a consent
to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent
Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor
or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


 


ARTICLE IX


 


SECURITYHOLDERS’
MEETINGS


 


Section 9.01. Purposes
of Meetings. A meeting of Securityholders of any or all series may be called at any time and from time to time pursuant to
the provisions of this Article IX for any of the following purposes:


 


(a) to give any notice
to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default or Event
of Default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any
of the provisions of Article VIII;


 


(b) to remove the Trustee
and nominate a successor trustee pursuant to the provisions of Article XI;



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(c) to consent to the
execution of an Indenture or of indentures supplemental hereto pursuant to the provisions of Section 14.02; or


 


(d) to take any other
action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities of any
one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.


 


Section 9.02. Call
of Meetings by Trustee. The Trustee may at any time call a meeting of all Securityholders of all series that may be affected
by the action proposed to be taken, to take any action specified in Section 9.01, to be held at such time and at such place in
New York, New York or in Atlanta, Georgia. Notice of every meeting of the Securityholders of a 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 mailed to Holders of Securities
of such series at their addresses as they shall appear on the Register of the Company. Such notice shall be mailed not less than
20 nor more than 180 days prior to the date fixed for the meeting.


 


Section 9.03. Call
of Meetings by Company or Securityholders. In case at any time the Company or the Holders of at least 10% in aggregate principal
amount of the Securities of a series (or of all series, as the case may be) then Outstanding that may be affected by the action
proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series (or of all series),
by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may
determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing
notice thereof as provided in Section 9.02.


 


Section 9.04. Qualifications
for Voting. To be entitled to vote at any meeting of Securityholders, a Person shall (a) be a Holder of one or more Securities
affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as proxy by
a Holder of one or more such Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders
shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.


 


Section 9.05. Regulation
of Meetings.


 


(a) Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Securityholders, in regard to proof of the holding of Securities 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 fit.


 


(b) The Trustee shall,
by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company
or by Securityholders as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chair. A permanent chairman and a permanent secretary of the meeting shall
be elected by majority vote of the meeting.


 


(c) At any meeting of
Securityholders of a series, each Securityholder of such series of such Securityholder’s proxy shall be entitled to one vote
for each $1,000 principal amount of Securities of such series Outstanding held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities
of such series held by him or her or instruments in writing as aforesaid duly designating him or her as the Person to vote on behalf
of other Securityholders. At any meeting of the Securityholders duly called pursuant to the provisions of Section 9.02 or Section
9.03 the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action upon
the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such meeting
may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.



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In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at the request of holders of Securities of such series,
be dissolved. In any other case, the meeting may be adjourned for a period determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 9.02 hereof, except that such notice need be given only once and
not less than five days prior to the date on which the meeting is scheduled to be reconvened.


 


Section 9.06. Voting.
The vote upon any resolution submitted to any meeting of Securityholders of a 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 of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors
of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary
of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings
of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 9.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record
shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.


 


Any record so signed
and verified shall be conclusive evidence of the matters therein stated.


 


Section 9.07. No
Delay of Rights by Meeting. Nothing contained in this Article IX shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders
of such series under any of the provisions of this Indenture or of the Securities of such series.


 


ARTICLE X


 


REPORTS
BY THE COMPANY AND THE TRUSTEE


AND
SECURITYHOLDERS’ LISTS


 


Section 10.01. Reports
by Trustee.


 


(a) So long as any Securities
are outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided therein.


 


(b) The Trustee shall,
at the time of the transmission to the Holders of Securities of any report pursuant to the provisions of this Section 10.01, file
a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with the SEC in respect of
a Security listed and registered on a national securities exchange, if any. The Company agrees to notify the Trustee when, as and
if the Securities become listed on any stock exchange.


 


The Company will reimburse
the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the provisions of this Section
10.01 and of Section 10.02.


 


Section 10.02. Reports
by the Company. The Company shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided that, unless available on EDGAR, any such information, documents or reports required
to be filed with the SEC



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pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 30 days after the same is filed with the SEC; and provided further, that the
filing of the reports specified in Section 13 or 15(d) of the Exchange Act by an entity that is the direct or indirect parent of
the Company will satisfy the requirements of this Section 10.02 so long as such entity is an obligor or guarantor on the Securities;
and provided further that the reports of such entity will not be required to include condensed consolidating financial information
for the Company in a footnote to the financial statements of such entity. Notwithstanding the foregoing, the Company shall not
be required to deliver to the Trustee any information or documents for which the Company has requested and received confidential
treatment by the SEC.


 


Section 10.03. Securityholders’
Lists. The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of all Holders of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar, the Company will furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders of Securities and the Company shall otherwise comply with TIA Section 312(a).


 


ARTICLE XI


 


CONCERNING
THE TRUSTEE


 


Section 11.01. Rights
of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon the terms and conditions
hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities agree:


 


(a) The Trustee shall
be entitled to such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered
by it hereunder (including in any agent capacity in which it acts). The compensation of the Trustee shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly
upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee (including
the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, bad faith or willful misconduct.


 


The Company also agrees
to indemnify each of the Trustee and any predecessor Trustee hereunder, including the directors, officers, employees, agents of
the Trustee and any predecessor Trustee, for, and to hold it harmless against, any and all loss, liability, damage, claim, or expense
incurred without its own negligence, bad faith or willful misconduct, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder and the performance of its duties (including in any agent capacity in which it acts), as well
as the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except those attributable to its negligence, willful misconduct or bad faith. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld.


 


As security for the
performance of the obligations of the Company under this Section 11.01(a), the Trustee shall have a lien upon all property and
funds held or collected by the Trustee as such, except funds held in trust by the Trustee to pay principal of and interest on any
Securities. Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company to compensate and
indemnify the Trustee under this Section 11.01(a) shall survive the resignation or removal of the Trustee and any satisfaction
and discharge under Article XII. When the Trustee incurs expenses or renders services after an Event of Default specified in clause
(e) or (f) of Section 7.01 occurs, the expenses and compensation for the services are intended to constitute expenses of administration
under any applicable federal or state bankruptcy, insolvency or similar laws.


 


(b) The Trustee may
execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its agents and attorneys and shall
not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.



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(c) The Trustee shall
not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Securities (except its certificates
of authentication thereon) contained, all of which are made solely by the Company; and the Trustee shall not be responsible or
accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or of the
Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect thereto, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application
by the Company of any Securities, or the proceeds of any Securities, authenticated and delivered by the Trustee in conformity with
the provisions of this Indenture.


 


(d) The Trustee may
consult with counsel of its selection, and, to the extent permitted by Section 11.02, any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in
accordance with such Opinion of Counsel.


 


(e) The Trustee, to
the extent permitted by Section 11.02, may rely upon the certificate of the Secretary or one of the Assistant Secretaries of the
Company as to the adoption of any Board Resolution or resolution of the stockholders of the Company, and any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced by, and 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 may rely upon, an Officer’s Certificate of the Company (unless other evidence in respect thereof
be herein specifically prescribed).


 


(f) Subject to Section
11.04, the Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have had if it were not the Trustee or such agent.


 


(g) 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.


 


(h) Any action taken
by the Trustee pursuant to any provision hereof at the request or with the consent of any Person who at the time is the Holder
of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of any Security
or Securities which may be issued for or in lieu thereof in whole or in part, whether or not such Security shall have noted thereon
the fact that such request or consent had been made or given.


 


(i) Subject to the provisions
of Section 11.02, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper
or document believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


(j) Subject to the provisions
of Section 11.02, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture
at the request, order or direction of any of the Holders of the Securities, pursuant to any provision of this Indenture, unless
one or more of the Holders of the Securities shall have offered to the Trustee security or indemnity satisfactory to it against
the costs, expenses and liabilities which may be incurred by it therein or thereby.


 


(k) Subject to the provisions
of Section 11.02, the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be
authorized or within its discretion or within the rights or powers conferred upon it by this Indenture.


 


(l) Subject to the provisions
of Section 11.02, the Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual



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knowledge thereof or unless the Holders
of not less than 25% of the Outstanding Securities notify the Trustee thereof.


 


(m) Subject to the provisions
of the first paragraph of Section 11.02, the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of Indebtedness or other paper or document, but the Trustee, may, but shall not be required to, make further
inquiry or investigation into such facts or matters as it may see fit.


 


(n) 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.


 


(o) Permissive rights
of the Trustee hereunder shall not constitute performance duties.


 


(p) No Depositary shall
be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.


 


(q) 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
to act hereunder;


 


Section 11.02. Duties
of Trustee.


 


(a) If one or more of
the Events of Default specified in Section 7.01 with respect to the Securities of any series shall have happened, then, during
the continuance thereof, the Trustee shall, with respect to such Securities, exercise such of the rights and powers vested in it
by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.


 


(b) None of the provisions
of this Indenture shall be construed as relieving the Trustee from liability for its own negligent action, its own negligent action,
negligent failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding,


 


(i) unless
and until an Event of Default specified in Section 7.01 with respect to the Securities of any series shall have happened which
at the time is continuing,


 


(A) the Trustee
undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically set out
in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties
and obligations shall be determined solely by the express provisions of this Indenture; and


 


(B) the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence
of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions of this
Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, 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 need not confirm or investigate the accuracy of mathematical calculations or other facts,
statements, opinions or conclusions stated therein);



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(ii) the Trustee
shall not be liable to any Holder of Securities or to any other Person for any error of judgment made in good faith by a Responsible
Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(iii) the Trustee
shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or omitted to be taken
by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating to the time,
method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it
by this Indenture;


 


(iv) in no
event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action; and


 


(v) in no event
shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


(c) None of the provisions
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to 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.
The Trustee shall not be required to give and note, bond or surety in respect of the trusts and powers under this Indenture.


 


(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 11.02.


 


Section 11.03. Notice
of Defaults. Within 90 days after the occurrence thereof, and if known to the Trustee, the Trustee shall give to the Holders
of the Securities of a series notice of each Default or Event of Default with respect to the Securities of such series known to
the Trustee, by transmitting such notice to Holders at their addresses as the same shall then appear on the Register of the Company,
unless such Default shall have been cured or waived before the giving of such notice (the term “Default” being hereby
defined to be the events specified in Section 7.01, which are, or after notice or lapse of time or both would become, Events of
Default as defined in said Section). Except in the case of a Default or Event of Default in payment of the principal of, premium,
if any, or interest on any of the Securities of such series when and as the same shall become payable, or to make any sinking fund
payment as to Securities of the same series, the Trustee shall be protected in withholding such notice, if and so long as a Responsible
Officer or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests
of the Holders of the Securities of such series.


 


Section 11.04. Eligibility;
Disqualification.


 


(a) The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least
$50 million as set forth in its most recent published annual report of condition, and shall have a Corporate Trust Office. If at
any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.



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(b) The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(i) any
indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If the Trustee has or shall
acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date of this Indenture to change
the circumstances under which a Trustee shall be deemed to have a conflicting interest with respect to the Securities of any series
or to change any of the definitions in connection therewith, this Section 11.04 shall be automatically amended to incorporate such
changes.


 


Section 11.05. Registration
and Notice; Removal. The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged of the
trusts hereby created with respect to any one or more or all series of Securities by giving to the Company notice in writing. Such
resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment by such successor
Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time by the filing with such Trustee
and the delivery to the Company of an instrument or instruments in writing signed by the Holders of a majority in principal amount
of the Securities of such series then Outstanding, specifying such removal and the date when it shall become effective.


 


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 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 11.04 and shall fail to resign after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security for at least six months, or


 


(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 written notice to the Trustee may remove the Trustee and
appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Securityholder 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.


 


Upon its resignation
or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services rendered hereunder by such
Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s
rights to indemnification provided in Section 11.01(a) shall survive its resignation or removal.


 


Section 11.06. Successor
Trustee by Appointment.


 


(a) In case at any time
the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Section 11.04(b), in which event
the vacancy shall be filled as provided in said subdivision), or shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with respect
to the Securities of one or more series, a successor Trustee 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 series) may be appointed by the Holders of a majority
in principal amount of the Securities of that or those series then Outstanding, by an instrument or instruments in writing signed
in duplicate by such Holders and filed, one original thereof with the Company and the other with the successor Trustee; but, until
a successor Trustee shall have been so appointed by the Holders of Securities of that or those series as herein authorized, the
Company, or, in case all or substantially all the assets of



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the Company shall be in the possession
of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including
a trustee or trustees appointed under the provisions of the federal bankruptcy laws, as now or hereafter constituted), or of assignees
for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing,
shall appoint a successor Trustee with respect to the Securities of such series. Subject to the provisions of Sections 11.04 and
11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee with
respect to the Securities of such series shall cease to be Trustee hereunder. After any such appointment other than by the Holders
of Securities of that or those series, the Person making such appointment shall forthwith cause notice thereof to be mailed to
the Holders of Securities of such series at their addresses as the same shall then appear on the Register of the Company but any
successor Trustee with respect to the Securities of such series so appointed shall, immediately and without further act, be superseded
by a successor Trustee appointed by the Holders of Securities of such series in the manner above prescribed, if such appointment
be made prior to the expiration of one year from the date of the mailing of such notice by the Company, or by such receivers, trustees
or assignees.


 


(b) If any Trustee with
respect to the Securities of one or more series shall resign or be removed and a successor Trustee shall not have been appointed
by the Company or by the Holders of the Securities of such series or, if any successor Trustee so appointed shall not have accepted
its appointment within 30 days after such appointment shall have been made, the resigning Trustee at the expense of the Company
may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee
shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three months after such appointment might
have been made hereunder, the Holder of any Security of the applicable series or any retiring Trustee at the expense of the Company
may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after
such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.


 


(c) Any successor Trustee
appointed hereunder with respect to the Securities of one or more series shall execute, acknowledge and deliver to its predecessor
Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an instrument
accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of
such predecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be
entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder, subject nevertheless to its
lien provided for in Section 11.01(a). Nevertheless, on the written request of the Company or of the successor Trustee or of the
Holders of at least 10% in principal amount of the Securities of such series then Outstanding, such predecessor Trustee, upon payment
of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee upon the
trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver to
the successor Trustee all moneys and properties held by such predecessor Trustee, subject nevertheless to its lien provided for
in Section 11.01(a); and, upon request of any such successor Trustee and the Company shall make, execute, acknowledge and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such
authority, rights, powers, trusts, immunities, duties and obligations.


 


Section 11.07. Successor
Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by this Indenture shall be
merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which the
Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the
Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on
the part of any of the parties hereto; provided that such Person shall be otherwise qualified and eligible under this Article.
In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or
more series of Securities, any of such Securities shall have been authenticated but not delivered by the Trustee then in office,
any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities
so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in
all such cases such certificates shall have the full force which it is anywhere in



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the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.


 


Section 11.08. Right
to Rely on Officer’s Certificate. Subject to Section 11.02, and subject to the provisions of Section 16.01 with respect
to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate with
respect thereto delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.


 


Section 11.09. Appointment
of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to
the Company to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment, any
such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by the Authenticating Agent. 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.


 


Each Authenticating
Agent shall at all times be a corporation organized and doing business and in good standing under the laws of the United States,
any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Article XI, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Article XI, it shall resign immediately in the manner and with the
effect specified in this Article XI.


 


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 Article XI, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 11.09, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent
will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 11.09.


 


The Trustee agrees to
pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 11.09, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions of Section 11.01.


 


Section 11.10. Communications
by Securityholders with Other Securityholders. Holders of Securities may communicate pursuant to Section 312(b) of the Trust
Indenture Act with other Holders with respect to their



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rights under this Indenture or the Securities.
The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act
with respect to such communications.


 


ARTICLE XII


 


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


Section 12.01. Applicability
of Article. If, pursuant to Section 3.01, provision is made for the defeasance of Securities of a series and if the Securities
of such series are denominated and payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then the provisions
of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for Securities of such series. Defeasance
provisions, if any, for Securities denominated in a Foreign Currency may be specified pursuant to Section 3.01.


 


Section 12.02. Satisfaction
and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture
are not to be affected), shall, upon Company Order, cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of such Securities herein expressly provided for and rights to receive payments of principal of and premium,
if any, and interest on such Securities) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when,


 


(a) either:


 


(i) all Securities
of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 3.07 and (B) Securities 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 6.03) have been delivered to the Trustee for cancellation; or


 


(ii) all Securities
of such series not theretofore delivered to the Trustee for cancellation,


 


(A) have become
due and payable, or


 


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


 


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


 


and in the case of (A), (B) or (C) above,
has deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an amount in the
Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and
discharge the entire Indebtedness on such Securities for principal and premium, if any, and interest to the date of such deposit
(in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after
the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the obligations of
the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged;


 


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



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(c) the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 11.01
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the obligations
of the Trustee under Section 12.06 and the last paragraph of Section 6.03(e) shall survive.


 


Section 12.03. Defeasance
upon Deposit of Moneys or U.S Government Obligations. At the Company’s option, either (a) the Company shall be deemed
to have been Discharged (as defined below) from its obligations with respect to Securities of any series on the first day after
the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply
with any term, provision or condition set forth in Section 6.04 with respect to Securities of any series (and, if so specified
pursuant to Section 3.01, any other restrictive covenant added for the benefit of such series pursuant to Section 3.01) at any
time after the applicable conditions set forth below have been satisfied:


 


(a) The Company shall
have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Securities of such series money in an amount, or (ii) U.S. Government
Obligations (as defined below) that through the payment of interest and principal in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and
(ii), sufficient to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium,
if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest or principal and
premium are due;


 


(b) No Default with
respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other than a Default
resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit); and


 


(c) The Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this
Section and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have
been the case if such action had not been exercised and, in the case of the Securities of such series being Discharged accompanied
by a ruling to that effect received from or published by the Internal Revenue Service.


 


“Discharged”
means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except the rights
of Holders of Securities of such series to receive, from the trust fund described in clause (a) above, payment of the principal
of and premium, if any, and interest on such Securities when such payments are due, the Company’s obligations with respect
to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02 and 12.06 and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.


 


“U.S. Government
Obligations” means securities that are (i) direct obligations of the United States for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States, that, in either case under clauses (i) or (ii) are not callable or redeemable at the action of the issuer thereof,
and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depositary 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 depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt.



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Section 12.04. Repayment
to Company. The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee) upon Company Order any
excess moneys or U.S. Government Obligations held by them at any time. The provisions of the last paragraph of Section 6.03 shall
apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity
of any series of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section 12.03.


 


Section 12.05. Indemnity
for U.S Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received on such U.S. Government
Obligations.


 


Section 12.06. Application
of Trust Money.


 


(a) Subject to any applicable
abandoned property law, neither the Trustee nor any other paying agent shall be required to pay interest on any moneys deposited
pursuant to the provisions of this Indenture, except such as it shall agree with the Company in writing to pay thereon. Any moneys
so deposited for the payment of the principal of, or premium, if any, or interest on the Securities of any series and remaining
unclaimed for two years after the date of the maturity of the Securities of such series or the date fixed for the redemption of
all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other paying
agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights
of the Holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable only
against the Company, and all liability of the Trustee or such other paying agent with respect to such moneys shall thereafter cease.


 


(b) Subject to the provisions
of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or
any other paying agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall
be and are hereby assigned, transferred and set over to the Trustee or such other paying agent in trust for the respective Holders
of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from
other funds except to the extent required by law.


 


Section 12.07. Deposits
of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of any series are payable
in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee
or paying agent under the foregoing provisions of this Article shall be as set forth in the Officer’s Certificate or established
in the supplemental indenture under which the Securities of such series are issued.


 


ARTICLE XIII


 


IMMUNITY
OF CERTAIN PERSONS


 


Section 13.01. No
Personal Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any
Security or for any claim based thereon or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any
obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation,
whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and
that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, because of the incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations, covenants,
promises or agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance
of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of
the Securities, expressly waived and released.



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ARTICLE XIV


 


SUPPLEMENTAL
INDENTURES


 


Section 14.01. Section
14.01 Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, the Company 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 one or more of or all the following purposes:


 


(a) to add to the covenants
and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures
expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the
Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities,
stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall
be identified therein), or to surrender any right or power herein conferred upon the Company;


 


(b) to delete or modify
any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant
to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all
such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and
remedies of the Trustee and the Holders of such Securities in connection therewith;


 


(c) to add to or change
any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium,
if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of any
series in any material respect;


 


(d) 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 Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit
of such provision and as to which such supplemental indenture would apply;


 


(e) to evidence the
succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants
and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture;


 


(f) to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Securities and
to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);


 


(g) to secure any series
of Securities;


 


(h) to evidence any
changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof;


 


(i) to cure or reform
any ambiguity mistake, manifest error, omission, defect or inconsistency, or to conform the text of any provision herein or in
any indenture supplemental hereto to any description thereof in the applicable section of a prospectus, prospectus supplement or
other offering document that was intended to be a verbatim recitation of a provision of this Indenture of any indenture supplemental
hereto;


 


(j) 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;


 


(k) to add guarantors
or co-obligors with respect to any series of Securities;



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


 


(m) to provide for uncertificated
securities in addition to certificated securities;


 


(n) 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;


 


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


 


(p) to establish the
form and terms of Securities of any series as permitted in Section 3.01, or to authorize the issuance of additional Securities
of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes
of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or
restrictions thereafter to be observed.


 


Subject to the provisions
of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make
the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage
or pledge of any property or assets thereunder.


 


Any supplemental indenture
authorized by the provisions of this Section 14.01 may be executed by the Company and the Trustee without the consent of the Holders
of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02.


 


Section 14.02. With
Consent of Securityholders; Limitations.


 


(a) With the consent
of the Holders (evidenced as provided in Article VIII) of at least a majority in aggregate principal amount of the Outstanding
Securities of each series affected by such supplemental indenture voting separately, the Company and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any provisions of this Indenture or of modifying in any manner the rights of the Holders
of the Securities of such series to be affected; provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security of each such series affected thereby,


 


(i) extend
the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof
or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, or change the Currency
in which the principal of and premium, if any, or interest on such Security is denominated or payable, 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 7.02, or impair the right to institute suit for the enforcement of any payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially adversely affect the economic
terms of any right to convert or exchange any Security as may be provided pursuant to Section 3.01; or


 


(ii) reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this
Indenture or certain Defaults hereunder and their consequences provided for in this Indenture; or


 


(iii) modify
any of the provisions of this Section, Section 6.06 or Section 7.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of



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any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section 6.06, or the deletion
of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or


 


(iv) modify,
without the written consent of the Trustee, the rights, duties or immunities of the Trustee.


 


(b) A supplemental indenture
that changes or eliminates any 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.


 


(c) It shall not be
necessary for the consent of the Securityholders under this Section 14.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


(d) The Company may
set a record date for purposes of determining the identity of the Holders of each series of Securities entitled to give a written
consent or waive compliance by the Company as authorized or permitted by this Section. Such record date shall not be more than
30 days prior to the first solicitation of such consent or waiver or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act.


 


(e) Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02, the Company
shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of Securities
at their addresses as the same shall then appear in the Register of the Company. Any failure of the Company to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


Section 14.03. Trustee
Protected. Upon the request of the Company, accompanied by the Officer’s Certificate and Opinion of Counsel required
by Section 16.01 stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, and evidence
reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is to be executed pursuant to Section
14.02, the Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected in
relying upon such Officer’s Certificate and an Opinion of Counsel.


 


Section 14.04. Effect
of Execution of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this
Article XIV, this Indenture shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise
expressly provided, the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company and the Holders of all of the Securities or of the Securities of any series affected, as the case may be,
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes.


 


Section 14.05. Notation
on or Exchange of Securities. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear a notation in the form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities so modified as to conform,
in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders
of the Securities.



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Section 14.06. Conformity
with TIA. Every supplemental indenture executed pursuant to the provisions of this Article shall conform to the requirements
of the Trust Indenture Act as then in effect.


 


ARTICLE XV


 


SUBORDINATION
OF SECURITIES


 


Section 15.01. Agreement
to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section 3.01, and except as otherwise
provided in a Company Order or in one or more indentures supplemental hereto, the Company, for itself, its successors and assigns,
covenants and agrees, and each Holder of Securities of such series by his, her or its acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all of the Securities of such
series is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness. In the event a series of Securities is not designated as subordinated pursuant to Section
3.01(s), this Article XV shall have no effect upon the Securities.


 


Section 15.02. Distribution
on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Subject to Section 15.01, upon any distribution
of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling
of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other
equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


(a) the holders of all
Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, if any) and interest due
thereon before the Holders of the Securities are entitled to receive any payment upon the principal (or premium, if any) or interest,
if any, on Indebtedness evidenced by the Securities; and


 


(b) any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this Article XV shall be paid by the liquidation trustee or agent
or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest 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; and


 


(c) in the event that,
notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash,
property or securities prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all
Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to a Responsible Officer
of the Trustee, to the holder of such Senior Indebtedness or his, her or its representative or representatives or to the trustee
or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably
as aforesaid, as calculated by the Company, for application to payment of all Senior Indebtedness remaining unpaid until all 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.


 


(d) Subject to the payment
in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness
(to the extent that distributions otherwise payable to such holder have been applied to the payment of Senior Indebtedness) to
receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions to
the Holders of the Securities of cash, property or securities otherwise distributable to the holders of



    	- 46 -



    	



    

Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment
by the Company to or on account of the Securities. It is understood that the provisions of this Article XV are and are intended
solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders
of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Securities
the principal of (and premium, if any) and interest, if any, on the Securities as and when the same shall become due and payable
in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities 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 XV of the holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in
this Article XV, the Trustee, subject to the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate
of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto
or to this Article XV.


 


Section 15.03. No
Payment on Securities in Event of Default on Senior Indebtedness. Subject to Section 15.01, no payment by the Company on account
of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a default
on Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its maturity and (ii) the default
is the subject of judicial proceedings or the Company has received notice of such default. The Company may resume payments on the
Securities when full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness
has been made or duly provided for in money or money’s worth.


 


In the event that, notwithstanding
the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.03, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such
Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any
of such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, but only
to the extent that the holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the
Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.


 


Section 15.04. Payments
on Securities Permitted. Subject to Section 15.01, nothing contained in this Indenture or in any of the Securities shall (a)
affect the obligation of the Company to make, or prevent the Company from making, at any time except as provided in Sections 15.02
and 15.03, payments of principal of (or premium, if any) or interest, if any, on the Securities or (b) prevent the application
by the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium,
if any) or interest, if any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate
Trust Office written notice of any fact prohibiting the making of such payment from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee more than two Business Days prior to the date fixed for such payment.


 


Section 15.05. Authorization
of Securityholders to Trustee to Effect Subordination. Subject to Section 15.01, each Holder of Securities by his acceptance
thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XV and appoints the Trustee his attorney-in-fact for any and all such
purposes.


 


Section 15.06. Notices
to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company
that would prohibit the making of any payment of monies or assets to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article XV.



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Subject to Section 15.01, notwithstanding
the provisions of this Article XV or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than
the Company) shall be charged with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the
making of any payment of moneys or assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of
the Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust
Office of the Trustee) written notice thereof from the Company or from the holder of any Senior Indebtedness from the trustee for
any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of
such trustee and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to
presume that no such facts exist; provided, however, that if at least two Business Days prior to the date upon which by the terms
hereof any such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the principal
(or premium, if any) or interest, if any, on any Security) a Responsible Officer of the Trustee shall not have received with respect
to such moneys or assets the notice provided for in this Section 15.06, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such moneys or assets and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary which may be received by it within two Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by
a holder of Senior Indebtedness or a trustee on behalf of any such holder. 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 XV, 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 XV
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 15.07. Trustee
as Holder of Senior Indebtedness. Subject to Section 15.01, the Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it to the same extent as any
other holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights
as such holder. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Sections
7.05 or 11.01.


 


Section 15.08. Modifications
of Terms of Senior Indebtedness. Subject to Section 15.01, any renewal or extension of the time of payment of any Senior Indebtedness
or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior
Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent
from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the
terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such
Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article XV or of the Securities relating to the subordination thereof.


 


Section 15.09. Reliance
on Judicial Order or Certificate of Liquidating Agent. Subject to Section 15.01, upon any payment or distribution of assets
of the Company referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, custodian, receiver, 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 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 XV.


 


Section 15.10. Satisfaction
and Discharge; Defeasance and Covenant Defeasance. Subject to Section 15.01, amounts and U.S. Government Obligations deposited
in trust with the Trustee pursuant to and in accordance



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with Article XII and not, at the time of
such deposit, prohibited to be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.


 


Section 15.11. Section
15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or observe only such of its covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall
not be liable to any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or the Company, or
any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XV or
otherwise.


 


ARTICLE XVI


 


MISCELLANEOUS
PROVISIONS


 


Section 16.01. Section
16.01 Certificates and Opinions as to Conditions Precedent.


 


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


 


(b) Each certificate
or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates provided pursuant to Section 6.05 of this Indenture) shall include
(i) a statement that the Person giving such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or she has made such examination or investigation
as is necessary to enable such Person to express an informed view or opinion as to whether or not such covenant or condition has
been complied with; and (iv) a statement as to whether or not, in the view or opinion of such Person, such condition or covenant
has been complied with.


 


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


 


(d) Any certificate,
statement or opinion of an officer of the Company or of counsel to the Company may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of, or representations by, an accountant or firm of accountants, unless such officer or
counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate, statement or opinion may be based are erroneous. Any
certificate or opinion of any firm of independent registered public accountants filed with the Trustee shall contain a statement
that such firm is independent.


 


(e) 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



    	- 49 -



    	



    

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.


 


(f) 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 16.02. Trust
Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or another provision included in this Indenture which is required to be included in this Indenture by any of the provisions
of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.


 


Section 16.03. Notices
to the Company and Trustee. Any notice or demand authorized by this Indenture to be made upon, given or furnished to, or filed
with, the Company or the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed,
delivered or telefaxed to:


 


(a) the Company, at
700 Pennsylvania Drive, Exton PA 19341, Attention: Chief Executive Officer, Facsimile No.: (484) 595-1582, or at such other address
or facsimile number as may have been furnished in writing to the Trustee by the Company.


 


(b) the Trustee, at
the Corporate Trust Office of the Trustee, Attention: Trust Administrator.


 


Any such notice, demand
or other document shall be in the English language.


 


Section 16.04. Notices
to Securityholders; Waiver. Any notice required or permitted to be given to Securityholders shall be sufficiently given (unless
otherwise herein expressly provided),


 


(a) if to Holders, if
given in writing by first class mail, postage prepaid, to such Holders at their addresses as the same shall appear on the Register
of the Company.


 


(b) In the event of
suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such
notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder.


 


(c) 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 on such waiver. In
any case where notice to Holders 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, and any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders is given
by publication, any defect in any notice so published as to any particular Holder shall not affect the sufficiency of such notice
with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively presumed to
have been duly given.


 


Section 16.05. Legal
Holiday. Unless otherwise specified pursuant to Section 3.01, in any case where any Interest Payment Date, Redemption Date
or Maturity of any Security of any series shall not be a Business Day at any Place of Payment for the Securities of that series,
then payment of principal and premium, if any, or interest need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment
Date, Redemption Date or Maturity and no interest shall accrue on such payment for the period from and after such Interest Payment
Date, Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such
Business Day.



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Section 16.06. Effects
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


Section 16.07. Successors
and Assigns. All covenants and agreements in this Indenture by the parties hereto shall bind their respective successors and
assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.


 


Section 16.08. Separability
Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 16.09. Benefits
of Indenture. Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or to give to, any Person or corporation other than the parties hereto and their successors
and the Holders of the Securities any benefit or any right, remedy or claim under or by reason of this Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this
Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of
the Securities.


 


Section 16.10. Counterparts
Originals. 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 instrument.


 


Section 16.11. Governing
Law; Waiver of Trial by Jury. This Indenture and the Securities shall be deemed to be contracts made under the law of the State
of New York and for all purposes shall be governed by and construed in accordance with the law of said State.


 


EACH PARTY HERETO, AND
EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.


 


[signature page follows]



    	- 51 -



    	



    

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


 


	 	ENZO BIOCHEM, INC.,
	 	as Issuer
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:
	 	Title:
	 	 
	 	 	 	,
	 	as Trustee
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:
	 	Title:




    	 



    	



    


CROSS-REFERENCE TABLE (1)


 


Section of Trust Indenture
Act of 1939, as Amended Section of Indenture


 


	310(a)	11.04(a)
	310(b)	11.04(b)
	310(c)	Inapplicable
	311(a)	11.01(f)
	311(b)	11.01(f)
	311(c)	Inapplicable
	312(a)	10.03
	312(b)	11.10
	312(c)	11.10
	313(a)	10.01(a)
	313(b)	10.01(a)
	313(c)	10.01(a)
	313(d)	10.01(b)
	314(a)	6.05
	 	10.02
	314(b)	Inapplicable
	314(c)	16.01(a)
	 	16.01(d)
	314(d)	Inapplicable
	314(e)	16.01(b)
	314(f)	Inapplicable
	315(a)	11.02(b)
	315(b)	11.03
	315(c)	11.02(a)
	315(d)	11.02(b)(i)
	 	11.02(b)(ii)
	315(e)	7.08
	316(a)	7.06
	316(b)	7.07
	316(c)	8.02(e)
	317(a)	7.03
	317(b)	6.03
	318(a)	16.02


 


(1) This Cross-Reference
Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.