EXHIBIT 4.3


 


BIOSCRIP, INC.


 


INDENTURE


 


Dated as of


 


            ,
20   


 


DEBT SECURITIES


 


Trustee


 


INDENTURE dated as of             ,
20   , among BioScrip, 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.


 



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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.


 






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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, Assistant Controller, Secretary or any Assistant Secretary
of the Company, and delivered to the Trustee.


 


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.


 






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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 effect 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 “Securityholder; Holder of Securities; Holder.”


 


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.


 




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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).


 


Notice of Defaul:


 


The term “Notice of Default”
shall have the meaning assigned to it in Section 7.01.


 


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, Assistant 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.


 






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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 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.


 






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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 Officers:


 


The term “Responsible Officers”
of the Trustee hereunder shall mean any Vice President, any Assistant Vice President, any Trust Officer, any Assistant Trust Officer
or any other officer associated with the corporate trust department 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 of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this Indenture.


 


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.


 









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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).


 




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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 have the meaning assigned to it in Section 12.03.


 


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.


 






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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:


 


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:	 	 
	 	 	as Authenticating Agent	 
	 	 	 	 
	 	By:	 	 
	 	 	Authorized Signatory	 


  






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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) any limit upon the aggregate principal
amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04,
3.06, 3.07, 4.06, or 14.05);


 


(c) 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;


 


(d) 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 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;


 


(e) 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;


 


(f) 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;


 


(g) 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;


 




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(h) 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;


 


(i) 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;


 


(j) 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;


 


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


 


(l) 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;


 


(m) 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;


 


(n) 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;


 


(o) 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;


 


(p) 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;


 


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


 


(r) 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;


 


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


 


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


 


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


 


(v) 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;


 


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


 





(x) 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;


 






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


 


(z) 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. 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:


 




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“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 of 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.


 


(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.


 




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(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.


 


(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.


 






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(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 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 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,


 




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(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.


 


(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 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.


 




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(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 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.


 




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(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 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 be 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.


 




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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 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.


 




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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 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;


 




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(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.


 


Section 4.04 Deposit of Redemption
Price. On or prior to 11:00 a.m.,                
           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.


 


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.


 






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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 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.


 






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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 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.


 




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(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.,                           
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 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.


 




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(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 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.


 




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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 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;


 


(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;


 




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(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
(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.


 




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(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 (A) 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 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).


 




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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 over any other installment of interest, or of any Security of such series over 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.


 




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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 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, by 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 (b) 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:


 




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(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.


 


(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:


 




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(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;


 


(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.


 




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(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 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. 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.


 






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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 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 Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:


 


(a) semi-annually, within 15 days
after each Record Date, but in any event not less frequently than semi-annually, a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of Securities to which such Record Date applies, as of such Record Date, and


 


(b) at such other times as the Trustee
may request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee
shall be the Registrar, such lists shall not be required to be furnished.


 


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.


 




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The Company also agrees to indemnify each
of the Trustee and any predecessor Trustee hereunder 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.


 


(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.


 




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(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 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.


 


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,


 




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(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);


 


(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; and


 


(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.


 


(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.


 


(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.


 






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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 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.


 




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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 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.


 




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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 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


 






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(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


 


(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 (i) 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.


 




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“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 (A) 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, (B) 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.


 


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.


 




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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.


 


ARTICLE XIV


 


SUPPLEMENTAL INDENTURES


 


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;


 




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(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;


 


(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.


 






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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 7.06 or Section 6.06, 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 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.


 




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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.


 


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):


 




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(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 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.


 




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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. 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 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 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.


 




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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 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 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.


 




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ARTICLE XVI


 


MISCELLANEOUS PROVISIONS


 


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 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.


 




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(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 100 Clearbook Road,
Elmsford, New York 10523, Attention: Senior Vice President, Secretary and General Counsel, Facsimile No.:           ,
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]









 




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



 





	 	BIOSCRIP, INC., 

as Issuer 
	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:  	 
	 	 	 	 
	 	 	_____________________, 

as Trustee

 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:  	 







 







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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(a)
	 	 	10.03(b)
	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.


 






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