EXHIBIT 4.10


 


 


IMEDIA
BRANDS, INC.


 


TO


 


[___________________]


 


Trustee


 


________________


 


INDENTURE


 


Dated
as of [__________]


 


________________


 


Senior
Debt Securities


 






     


     


    

 


iMedia Brands, Inc.


 


Reconciliation and tie between Trust
Indenture Act of 1939 and


Indenture, dated as of [_____________]


 


	Trust Indenture Act Section	Indenture Section
	 	 
	§310(a)(1)	609  
	(a)(2)	609  
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	609  
	(b)	608, 610
	§311(a)	613  
	(b)	613  
	§312(a)	701, 702(a)
	(b)	702(b)
	(c)	702(c)
	§313(a)	703(a)
	(b)	703(a)
	(c)	703(a)
	(d)	703(b)
	§314(a)	704, 1005
	(b)	Not Applicable
	(c)(1)	102  
	(c)(2)	102  
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102  
	§315(a)	601  
	(b)	602  
	(c)	601  
	(d)	601  
	(e)	514  
	§316(a)	101  
	(a)(1)(A)	104(h), 502,
	 	512  
	(a)(1)(B)	104(h), 513
	(a)(2)	Not Applicable
	(b)	508  
	(c)	104(h)
	§317(a)(1)	503  
	(a)(2)	504  
	(b)	1003  
	§318(a)	107  
	(c)	107  




 





 



 


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


 









     


     


    

 


TABLE OF CONTENTS


 


Page




	ARTICLE ONE
	 
	Definitions and Other Provisions of General Application
	 
	Section
    101.       Definitions	2
	Act	2
	Affiliate	2
	Authorized
    Newspaper	2
	Bearer
    Security	2
	Board
    of Directors	2
	Board
    Resolution	2
	Business
    Day	3
	Clearstream”	3
	Commission	3
	Company	3
	Company
    Request” and “Company Order	3
	corporation	3
	coupon	3
	Debt
    Securities	3
	Defaulted
    Interest	3
	Depositary	3
	Designated
    Currency	4
	Dollar”
    or “$	4
	Eligible
    Instruments	4
	Euro	4
	Euroclear	4
	Event
    of Default	4
	Exchange
    Act	4
	Exchange
    Rate	4
	Exchange
    Rate Agent	4
	Exchange
    Rate Officer’s Certificate	4
	Foreign
    Currency	4
	Global
    Exchange Agent	4
	Global
    Exchange Date	5
	Global
    Security	5
	Holder	5
	Indenture	5
	interest	5
	Interest
    Payment Date	5
	Maturity	5
	Officers’
    Certificate	5
	Opinion
    of Counsel	5



 






     


     


    

 


	Original
    Issue Discount Security	5
	Outstanding	6
	Paying
    Agent	6
	Person	6
	Place
    of Payment	6
	Predecessor
    Security	7
	Redemption
    Date	7
	Redemption
    Price	7
	Registered
    Security	7
	Regular
    Record Date	7
	Remarketing
    Entity	7
	Repayment
    Date	7
	Repayment
    Price	7
	Responsible
    Officer	7
	Security
    Register	7
	Special
    Record Date	7
	Stated
    Maturity	8
	Trust
    Indenture Act	8
	Trustee	8
	United
    States	8
	United
    States Alien	8
	U.S.
    Government Obligations	8
	Section 102.       Compliance
    Certificates and Opinions	8
	Section 103.       Form
    of Documents Delivered to Trustee	9
	Section 104.       Acts
    of Holders	10
	Section 105.       Notices,
    etc., to Trustee and Company	12
	Section 106.       Notice
    to Holders; Waiver	12
	Section 107.       Conflict
    with Trust Indenture Act	13
	Section 108.       Effect
    of Headings and Table of Contents	14
	Section 109.       Successors
    and Assigns	14
	Section 110.       Separability
    Clause	14
	Section 111.       Benefits
    of Indenture	14
	Section 112.       Governing
    Law	14
	Section 113.       Legal
    Holidays	14
	Section 114.       Counterparts	15
	Section 115.       Exemption
    from Individual Liability	15



 


	ARTICLE TWO
	 
	Debt Security Forms
	 
	Section 201.       Forms
    Generally	15
	Section 202.       Form
    of Trustee’s Certificate of Authentication	16
	Section 203.       Debt
    Securities in Global Form	16



 






    ii
 


     


    

 


	ARTICLE THREE
	 	 
	The Debt Securities
	 	 
	Section 301.       Amount Unlimited; Issuance
    in Series	17
	Section 302.       Denominations	20
	Section 303.       Execution, Authentication, Delivery
    and Dating	21
	Section 304.       Temporary Debt Securities	24
	Section 305.       Registration; Registration of Transfer
    and Exchange	26
	Section 306.       Mutilated, Destroyed, Lost and Stolen
    Debt Securities	30
	Section 307.       Payment of Interest; Interest Rights
    Preserved	31
	Section 308.       Persons Deemed Owners	33
	Section 309.       Cancellation	33
	Section 310.       Computation of Interest	34
	Section 311.       Certification by a Person Entitled
    to Delivery of a Bearer Security	34
	Section 312.       Judgments	34
	 	 
	ARTICLE FOUR
	 
	Satisfaction and Discharge
	 
	Section 401.       Satisfaction and Discharge of Indenture	35
	Section 402.       Application of Trust Money and Eligible
    Instruments	36
	Section 403.       Satisfaction, Discharge and Defeasance
    of Debt Securities of any Series	37
	 	 
	ARTICLE FIVE
	 
	Remedies
	Section 501.       Events of Default	40
	Section 502.       Acceleration of Maturity; Rescission
    and Annulment	41
	Section 503.       Collection of Indebtedness and Suits
    for Enforcement by Trustee	42
	Section 504.       Trustee May File Proofs of Claim	43
	Section 505.       Trustee May Enforce Claims without
    Possession of Debt Securities or Coupons	44
	Section 506.       Application of Money Collected	44
	Section 507.       Limitation on Suits	45
	Section 508.       Unconditional Right of Holders to
    Receive Principal, Premium and Interest	45
	Section 509.       Restoration of Rights and Remedies	46
	Section 510.       Rights and Remedies Cumulative	46
	Section 511.       Delay or Omission Not Waiver	46
	Section 512.       Control by Holders of Debt Securities	46
	Section 513.       Waiver of Past Defaults	47
	Section 514.       Undertaking for Costs	47
	Section 515.       Waiver of Stay or Extension Laws	48
	 	 
	ARTICLE SIX
	 
	The Trustee
	 
	Section 601.       Certain Duties and Responsibilities	48
	Section 602.       Notice of Default	49
	Section 603.       Certain Rights of Trustee	50
	Section 604.       Not Responsible for Recitals
    or Issuance of Debt Securities	51
	Section 605.       May Hold Debt Securities or
    Coupons	51






 






    iii
 


     


    

 


	Section 606.       Money
    Held in Trust	51
	Section 607.       Compensation
    and Reimbursement	51
	Section 608.       Disqualification;
    Conflicting Interests	52
	Section 609.       Corporate
    Trustee Required; Eligibility	52
	Section 610.       Resignation
    and Removal; Appointment of Successor	53
	Section 611.       Acceptance
    of Appointment by Successor	55
	Section 612.       Merger,
    Conversion, Consolidation or Succession to Business	56
	Section 613.       Preferential
    Collection of Claims Against Company	56
	Section 614.       Authenticating
    Agent	57
	 	 
	ARTICLE SEVEN
	 
	Holders’ Lists and Reports By Trustee and
    Company
	 
	Section 701.       Company
    to Furnish Trustee Names and Addresses of Holders	58
	Section 702.       Preservation
    of Information; Communications to Holders	59
	Section 703.       Reports
    by Trustee	59
	Section 704.       Reports
    by Company	59
	 	 
	ARTICLE EIGHT
	 
	Consolidation, Merger, Conveyance, Transfer or
    Lease
	 
	Section 801.       Company
    May Consolidate, etc. Only on Certain Terms	60
	Section 802.       Successor
    Corporation Substituted	61
	 	 
	ARTICLE NINE
	 
	Supplemental Indentures
	 
	Section 901.       Supplemental
    Indentures without Consent of Holders	61
	Section 902.       Supplemental
    Indentures with Consent of Holders	62
	Section 903.       Execution
    of Supplemental Indentures	64
	Section 904.       Effect
    of Supplemental Indentures	64
	Section 905.       Conformity
    with Trust Indenture Act	64
	Section 906.       Reference
    in Debt Securities to Supplemental Indentures	64
	 	 
	ARTICLE TEN
	 
	Covenants
	 
	Section 1001.       Payment
    of Principal, Premium and Interest	65
	Section 1002.       Maintenance
    of Office or Agency	65
	Section 1003.       Money
    for Debt Securities Payments to Be Held in Trust	66
	Section 1004.       Payment
    of Additional Amounts	67
	Section 1005.       Officers’
    Certificate as to Default	68
	Section 1006.       Waiver
    of Certain Covenants	68






 






    iv
 


     


    

 


	ARTICLE ELEVEN
	 
	Redemption of Debt Securities
	 	 
	Section 1101.       Applicability
    of Article	69
	Section 1102.       Election
    to Redeem; Notice to Trustee	69
	Section 1103.       Selection
    by Trustee of Debt Securities to be Redeemed	69
	Section 1104.       Notice
    of Redemption	70
	Section 1105.       Deposit
    of Redemption Price	71
	Section 1106.       Debt
    Securities Payable on Redemption Date	71
	Section 1107.       Debt
    Securities Redeemed in Part	72
	 	 
	ARTICLE TWELVE
	 
	Sinking Funds
	 
	Section 1201.       Applicability
    of Article	72
	Section 1202.       Satisfaction
    of Sinking Fund Payments with Debt Securities	73
	Section 1203.       Redemption
    of Debt Securities for Sinking Fund	73
	 	 
	ARTICLE THIRTEEN
	 
	Repayment at the Option of Holders
	 
	Section 1301.       Applicability
    of Article	74
	Section 1302.       Repayment
    of Debt Securities	74
	Section 1303.       Exercise
    of Option; Notice	74
	Section 1304.       Election
    of Repayment by Remarketing Entities	75
	Section 1305.       Securities
    Payable on the Repayment Date	76
	 	 
	ARTICLE FOURTEEN
	 
	Meetings of Holders of Debt Securities
	 
	Section 1401.       Purposes
    for Which Meetings May Be Called	76
	Section 1402.       Call,
    Notice and Place of Meetings	76
	Section 1403.       Persons
    Entitled to Vote at Meetings	77
	Section 1404.       Quorum;
    Action	77
	Section 1405.       Determination
    of Voting Rights; Conduct and Adjournment of Meetings	78
	Section 1406.       Counting
    Votes and Recording Action of Meetings	79
	 	 
	ARTICLE FIFTEEN
	 
	Defeasance
	 
	Section 1501.       Termination
    of Company’s Obligations	79
	Section 1502.       Repayment
    to Company	80
	Section 1503.       Indemnity
    for Eligible Instruments	80
	 	 
	Exhibit A-1	 
	Exhibit A-2	 
	Exhibit B	 


 






    v
 


     


    

 



 


INDENTURE (the “Indenture”)
dated as of [_______________], between IMEDIA BRANDS, INC., a Minnesota corporation (hereinafter called the “Company”),
having its principal place of business at 6740 Shady Oak Road, Eden Prairie, MN 55344-3433, and [_________________], (hereinafter
called the “Trustee”), a national banking association duly organized and validly existing under the laws of the United
States of America having its Corporate Trust Office at [_______________________________].


 


RECITALS OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes,
bonds and other evidences of indebtedness (herein called the “Debt Securities”).


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Debt Securities of any series created and issued on or after the date hereof by the Holders
thereof, it is mutually covenanted and agreed for the benefit of all Holders of such Debt Securities or of any such series, as
follows:


 


ARTICLE ONE


 


Definitions and Other Provisions


of General Application


 


Section 101.       Definitions.


 


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


 


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


 


(2)       all
other terms used herein which are defined in the Trust Indenture Act or by Commission rule or regulation under the Trust Indenture
Act, either directly or by reference therein, as in force at the date as of which this instrument was executed, except as provided
in Section 905, have the meanings assigned to them therein;


 






     


     


    

 


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


 


(4)       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.


 


Certain terms, used
principally in Article Six, are defined in that Article.


 


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


 


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


 


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


 


“Bearer Security”
means any Debt Security established pursuant to Section 201 which is payable to bearer including, without limitation, unless
the context otherwise indicates, a Debt Security in global bearer form.


 


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


 






    2
 


     


    

 


“Business Day”,
when used with respect to any Place of Payment, means any day which is not a Saturday or Sunday and which is not a legal holiday
or a day on which banking institutions or trust companies in that Place of Payment are authorized or obligated by law or executive
order to close.


 


“Clearstream”
means Clearstream Banking S.A.


 


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


 


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


 


“Company Request”
and “Company Order” mean, respectively, except as otherwise provided in this Indenture, a written request or order
signed in the name of the Company by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President
(any references to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether
or not designated by a number or word or words added before or after the title “Vice President”), the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, Secretary or an Assistant Secretary of the Company or by another
officer of the Company duly authorized to sign by a Board Resolution, and delivered to the Trustee.


 


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


 


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


 


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


 


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


 


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


 


“Depositary”
means, with respect to the Debt Securities of any series issuable or issued in the form of a Global Security, the Person designated
as Depositary by the Company pursuant to Section 301 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 Debt Securities of any such series shall mean the Depositary with respect to the Debt Securities of that series.


 






    3
 


     


    

 


“Designated Currency”
has the meaning specified in Section 312.


 


“Dollar”
or “$” means the coin or currency of the United States of America as at the time of payment is legal tender for the
payment of public and private debts.


 


“Eligible Instruments”
means monetary assets, money market instruments and securities that are payable in Dollars only and essentially risk free as to
collection of principal and interest, including U.S. Government Obligations.


 


“Euro” means
the single currency of the European Monetary Union as defined under EC Regulation 1103/97 adopted under Article 235 of the
EU Treaty and under EC Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under any successor European legislation
from time to time.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


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


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Rate”
shall have the meaning specified as contemplated in Section 301.


 


“Exchange Rate
Agent” shall have the meaning specified as contemplated in Section 301.


 


“Exchange Rate
Officer’s Certificate”, with respect to any date for the payment of principal of (and premium, if any) and interest
on any series of Debt Securities, means a certificate setting forth the applicable Exchange Rate and the amounts payable in Dollars
and Foreign Currencies in respect of the principal of (and premium, if any) and interest on Debt Securities denominated in Euro,
any other composite currency or Foreign Currency, and signed by the Chairman of the Board, a Vice Chairman of the Board, the President,
a Vice President, the Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent appointed pursuant to Section 301,
and delivered to the Trustee.


 


“Foreign Currency”
means a currency issued by the government of any country other than the United States of America.


 


“Global Exchange
Agent” has the meaning specified in Section 304.


 






    4
 


     


    

 


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


 


“Global Security”
means a Debt Security issued to evidence all or part of a series of Debt Securities in accordance with Section 303.


 


“Holder”,
with respect to a Registered Security, means a Person in whose name such Registered Security is registered in the Security Register
and, with respect to a Bearer Security or a coupon, means the bearer thereof.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented, amended or restated by or pursuant
to one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context
otherwise requires, shall include the terms of a particular series of Debt Securities established as contemplated by Section 301.


 


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


 


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


 


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


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of or counsel
for the Company, or who may be other counsel, which is delivered to the Trustee.


 


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


 






    5
 


     


    

 


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


 


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


 


(ii)      Debt
Securities or portions thereof for whose payment or redemption money or Eligible Instruments 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 Debt Securities and any coupons appertaining
thereto; provided, however, that if such Debt Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and


 


(iii)     Debt
Securities in exchange for or in lieu of which other Debt Securities have been authenticated and delivered, or which have been
paid, pursuant to this Indenture;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of Debt Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon the Debt Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon such request, demand, authorization, direction, notice, consent
or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not
the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place of Payment”,
when used with respect to the Debt Securities of any series means any place where the principal of (and premium, if any) and interest
on the Debt Securities of that series are payable as specified as contemplated by Section 301.


 






    6
 


     


    

 


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


 


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


 


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


 


“Registered Security”
means any Debt Security in the form of Registered Securities established pursuant to Section 201 which is registered in the
Security Register.


 


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


 


“Remarketing Entity”,
when used with respect to Debt Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any person designated by the Company to purchase any such Debt Securities.


 


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


 


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


 


“Responsible Officer”
when used with respect to the Trustee, means any vice president, any assistant vice president, any senior trust officer or assistant
trust officer, any 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 to whom such matter is referred because of such person’s knowledge of and familiarity
with the particular subject.


 


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


 


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


 



    7
 


     


    

 



 


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


 


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


 


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


 


“United States”
means the United States of America (including the District of Columbia) and its possessions.


 


“United States
Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the
members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual
or a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S. Government
Obligations” means direct obligations of the United States for the payment of which its full faith and credit is pledged,
or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States the timely
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, and shall also include
a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of
or interest on the U.S. Government Obligation evidenced by such depository receipt.


 


Section 102.       Compliance
Certificates and Opinions.


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 103.       Form
of Documents Delivered to Trustee.


 


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


 


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


 






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


 


Section
104.       Acts of Holders.


 


(a)       Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. If Debt Securities of a series are issuable in whole or in part as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may, alternatively, be embodied in and evidenced by the record of Holders of Debt Securities voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Debt Securities duly called and
held in accordance with the provisions of Article Fourteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both
are delivered to the Trustee, and, where it is hereby expressly required, to the Company. Such instrument or instruments and any
such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument
or of a writing appointing any such agent, or the holding by any Person of a Debt Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Debt Securities shall be proved in the manner provided in Section 1406.


 


(b)       The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems
sufficient.


 


(c)       The
ownership of Registered Securities shall be proved by the Security Register.


 


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


 






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(e)       The
fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal
amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of holding
the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.


 


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


 


(g)       For
purposes of determining the principal amount of Outstanding Debt Securities of any series the Holders of which are required, requested
or permitted to give any request, demand, authorization, direction, notice, consent, waiver or take any other Act under this Indenture,
(i) each Original Issue Discount Security shall be deemed to have the principal amount determined by the Trustee that could
be declared to be due and payable pursuant to the terms of such Original Issue Discount Security as of the date there is delivered
to the Trustee and, where it is hereby expressly required, to the Company, such Act by Holders of the required aggregate principal
amount of the Outstanding Debt Securities of such series and (ii) each Debt Security denominated in a Foreign Currency or
composite currency shall be deemed to have the principal amount determined by the Exchange Rate Agent by converting the principal
amount of such Debt Security in the currency in which such Debt Security is denominated into Dollars at the Exchange Rate as of
the date such Act is delivered to the Trustee and, where it is hereby expressly required, to the Company, by Holders of the required
aggregate principal amount of the Outstanding Debt Securities of such series (or, if there is no such rate on such date, such
rate on the date determined as specified as contemplated in Section 301).


 


(h)       The
Company may set a record date for purposes of determining the identity of Holders of Debt Securities of any series entitled to
vote or consent to any action by vote or consent authorized or permitted by Section 512 or Section 513. Such record
date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders
of such Debt Securities furnished to the Trustee pursuant to Section 701 prior to such solicitation.


 






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Section 105.       Notices,
etc., to Trustee and Company.


 


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


 


(1)       the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided),
if made, given, furnished or filed in writing (which may be via original or facsimile) to or with the Trustee at its Corporate
Trust Office and which shall be deemed delivered when actually received by a Responsible Officer of the Trustee, or


 


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


 


The Trustee agrees to
accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or
other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions
or directions, subsequent to the transmission thereof, shall provide the originally executed instructions or directions to the
Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative
of the party providing such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions notwithstanding
such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent
written instruction or direction is never received. The party providing instructions or directions by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of
such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 106.       Notice
to Holders; Waiver.


 


Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders of any event, (1) such notice shall be sufficiently
given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice; and (2) such notice shall be sufficiently
given to Holders of Bearer Securities by publication thereof in an Authorized Newspaper in [The City of New York] and, if the
Debt Securities of such series are then listed on any stock exchange outside the United States and such stock exchange shall so
require, in any other required city outside the United States or, if not practicable, in Europe on a Business Day at least twice,
the first such publication to be not later than the latest date and not earlier than the earliest date prescribed for the giving
of such notice.


 






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In case, by reason of
the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or impracticable to
mail notice of any event to Holders of Registered Securities when said notice is required to be given pursuant to any provision
of this Indenture or of the Debt Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice. In any case where notice to Holders of Registered Securities is to be given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency
of any notice by publication to Holders of Bearer Securities given as provided above.


 


In case, by reason of
the suspension of publication of any Authorized Newspaper, or by reason of any other cause, it shall be impossible or impracticable
to make publication of any notice to Holders of Bearer Securities as provided above, then such method of publication or notification
as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Neither failure to
give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.


 


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


 


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


 


Section 107.       Conflict
with Trust Indenture Act.


 


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


 






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Section 108.      Effect
of Headings and Table of Contents.


 


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


 


Section 109.      Successors
and Assigns.


 


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


 


Section 110.      Separability
Clause.


 


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


 


Section 111.      Benefits
of Indenture.


 


Nothing in this Indenture
or in the Debt Securities or any coupons, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


Section 112.      Governing
Law.


 


This Indenture and the
Debt Securities and any coupons shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 113.      Legal
Holidays.


 


In any case where any
Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Debt Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Debt Securities or coupons) payment
of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or at the Stated Maturity, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be.


 



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Section 114.      Counterparts.


 


This Indenture may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture.


 


Section 115.      Exemption
from Individual Liability.


 


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


 


ARTICLE TWO


 


Debt Security Forms


 


Section 201.      Forms
Generally.


 


The Registered Securities,
if any, and the Bearer Securities and related coupons, if any, of each series shall be in substantially the form (including temporary
or permanent global form) as shall be established in or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined
by the officers executing such Debt Securities or coupons, as evidenced by their signatures on the Debt Securities or coupons.
If the form of Debt Securities of any series or coupons (including any such Global Security) is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Debt Securities or coupons.


 






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Unless otherwise specified
as contemplated by Section 301, Debt Securities in bearer form other than Debt Securities in temporary or permanent global
form shall have coupons attached.


 


The definitive Debt
Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Debt Securities, as evidenced by the execution of such Debt Securities
and coupons.


 


Section 202.      Form
of Trustee’s Certificate of Authentication.


 


This is one of the Debt
Securities, of the series designated herein, described in the within-mentioned Indenture.


 


	 	[____________________],
	 	 
	 	as Trustee
	 	 
	 	 
	 	By	 
	 	 	Authorized Signatory
	 	 
	 	Dated	 




 


Section 203.      Debt
Securities in Global Form.


 


If Debt Securities of
a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (10) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the
outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of Outstanding Debt Securities represented thereby shall be made in such manner
and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or Section 304.


 



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


 


Global Securities may
be issued in either registered or bearer form and in either temporary or permanent form.


 


ARTICLE THREE


 


The Debt Securities


 


Section 301.     Amount
Unlimited; Issuance in Series.


 


The aggregate principal
amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited.


 


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


 


(1)       the
title of the Debt Securities of the series;


 


(2)       the
limit, if any, upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered
under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Debt Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1303 and except for
any Debt Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


(3)       the
date or dates on which the principal and premium, if any, of the Debt Securities of the series are payable;


 






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(4)       the
rate or rates, if any, at which the Debt Securities of the series shall bear interest, or the method or methods by which such
rate or rates may be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable, the Regular Record Date for the interest payable on any Registered Security on any Interest Payment
Date and the circumstances, if any, in which the Company may defer interest payments;


 


(5)       the
place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest on
Debt Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of
transfer, Debt Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect
of the Debt Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 106
will be published;


 


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


 


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


 


(8)       whether
Debt Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Debt Securities
of the series are to be issuable with or without coupons or both and, in the case of Bearer Securities, the date as of which such
Bearer Securities shall be dated if other than the date of original issuance of the first Debt Security of such series of like
tenor and term to be issued;


 


(9)       whether
the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such
case, the Depositary for such Global Security or Securities, whether such global form shall be permanent or temporary and, if
applicable, the Global Exchange Date and Global Exchange Agent;


 


(10)     if
Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under
which the temporary Global Security can be exchanged for definitive Debt Securities and whether the definitive Debt Securities
will be Registered and/or Bearer Securities and will be in global form and whether interest in respect of any portion of such
Global Security payable in respect of an Interest Payment Date prior to the Global Exchange Date shall be paid to any clearing
organization with respect to a portion of such Global Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment received by a clearing organization will be credited
to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article Three;


 






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(11)     whether,
and under what conditions, additional amounts will be payable to Holders of Debt Securities of the series pursuant to Section 1004;


 


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


 


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


 


(14)     the
currency or currencies of denomination of the Debt Securities of any series, which may be in Dollars, any Foreign Currency or
any composite currency, including but not limited to the Euro, and, if any such currency of denomination is a composite currency
other than the Euro, the agency or organization, if any, responsible for overseeing such composite currency;


 


(15)     the
currency or currencies in which payment of the principal of (and premium, if any) and interest on the Debt Securities will be
made, the currency or currencies, if any, in which payment of the principal of (and premium, if any) or the interest on Registered
Securities, at the election of each of the Holders thereof, may also be payable and the periods within which and the terms and
conditions upon which such election is to be made, and the Exchange Rate and the person who shall be the Exchange Rate Agent for
the Debt Securities of such series;


 


(16)     if
payments of principal of (and premium, if any) or interest on the Debt Securities of the series are to be made in a Foreign Currency
other than the currency in which such Debt Securities are denominated, the manner in which the Exchange Rate with respect to such
payments shall be determined;


 


(17)     any
Events of Default with respect to Debt Securities of such series, if not set forth herein;


 


(18)     any
other covenant or warranty included for the benefit of the Debt Securities of the series in addition to (and not inconsistent
with) those set forth herein for the benefit of Debt Securities of all series, or any other covenant or warranty included for
the benefit of Debt Securities of the series in lieu of any covenant or warranty set forth herein for the benefit of Debt Securities
of all series, or any provision that any covenant or warranty set forth herein for the benefit of Debt Securities of all series
shall not be for the benefit of Debt Securities of such series, or any combination of such covenants, warranties or provisions
and whether the provisions of Section 1006 will not apply such covenants and warranties;


 






    19
 


     


    

 


(19)     the
terms and conditions, if any, pursuant to which the Company’s obligations under this Indenture may be terminated through
the deposit of money or Eligible Instruments as provided in Articles Four and Fifteen;


 


(20)     the
Person or Persons who shall be Security Registrar for the Debt Securities of such series if other than the Trustee, and the place
or places where the Security Register for such series shall be maintained and the Person or Persons who will be the initial Paying
Agent or Agents, if other than the Trustee; and


 


(21)     any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Debt Securities
of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board
Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.


 


Debt Securities of any
particular series may be issued at various times, with different dates on which the principal or any installment of principal
is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different Redemption or Repayment Dates and may be denominated
in different currencies or payable in different currencies.


 


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


 


Section 302.     Denominations.


 


Debt Securities of each
series shall be issuable in such form and denominations as shall be specified in the form of Debt Security for such series approved
or established pursuant to Section 201 or in the Officers’ Certificate delivered pursuant to Section 301. In the
absence of any specification with respect to the Debt Securities of any series, the Registered Securities of such series, if any,
shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, if any,
shall be issuable in denominations of $5,000.


 






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Section 303.     Execution,
Authentication, Delivery and Dating.


 


(a)       The
Debt Securities shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, the President
or a Vice President, and by its Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries
under its corporate seal reproduced thereon. The signature of any of these officers on the Debt Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of an authorized officer of the Company.


 


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


 


(b)       At
any time and from time to time after the execution and delivery of this Indenture, Debt Securities of any series may be executed
by the Company and delivered to the Trustee for authentication, and, except as otherwise provided in this Article Three, shall
thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company; provided,
however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States
and, except in the case of a temporary Global Security, only if the Company or its agent shall have received the certification
required pursuant to Sections 304(b)(iii) and (iv), unless such certification shall have been provided earlier pursuant to
section 304(b)(v) hereof, and only if the Company has no reason to know that such certification is false.


 


To the extent authorized
in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer or employee of the Company, may be electronically
transmitted, and may provide instructions as to registration of holders, principal amounts, rates of interest, maturity dates
and other matters contemplated by such Board Resolution and Officers’ Certificate or supplemental indenture to be so instructed
in respect thereof. Before authorizing and delivering the first Debt Securities of any series (and upon request of the Trustee
thereafter), the Company shall deliver to the Trustee (i) the certificates called for under Sections 201 and 301 hereof
and (ii) an Opinion of Counsel described in the next sentence.


 






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In authenticating such
Debt Securities, and accepting the additional responsibilities under this Indenture in relation to any such Debt Securities, the
Trustee shall be entitled to receive, prior to the initial authentication of such Debt Securities, and (subject to Section 601)
shall be fully protected in relying upon:


 


(i)        a
Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution certified
by the Secretary or an Assistant Secretary of the Company;


 


(ii)       an
executed supplemental indenture, if any, relating thereto;


 


(iii)      an
Officers’ Certificate setting forth the form and terms of the Debt Securities of such series and coupons, if any, pursuant
to Sections 201 and 301 and stating that all conditions precedent provided for in this Indenture relating to the issuance
of such Debt Securities have been complied with; and


 


(iv)      an
Opinion of Counsel stating


 


(A)          that
the form of such Debt Securities and coupons, if any, has been established in or pursuant to a Board Resolution or by a supplemental
indenture as permitted by Section 201 in conformity with the provisions of this Indenture;


 


(B)          that
the terms of such Debt Securities and coupons, if any, have been established in or pursuant to a Board Resolution or by a supplemental
indenture as permitted by Section 301 in conformity with the provisions of this Indenture; and


 


(C)          that
such Debt Securities and coupons, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors’ rights generally and the application of general principles of
equity and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Debt
Securities denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted
into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority
to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States.


 






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(c)       If
the Company shall establish pursuant to Section 301 that the Debt 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, in accordance with this
Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities in permanent
or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal
amount of the Outstanding Debt Securities of such series to be represented by one or more Global Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions.


 


(d)       The
Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 303 if the issuance
of such Debt Securities will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


(e)       If
all the Debt Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel
at the time of issuance of each Debt Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered
at or prior to the time of the first issuance of Debt Securities of such series.


 


(f)       Each
Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.


 


(g)       No
Debt Security or coupon attached thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein
executed by the Trustee, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that
such Debt Security has been duly authenticated and delivered hereunder. Except as permitted by Section 306, the Trustee shall
not authenticate and deliver any Bearer Security unless all related coupons for interest then matured have been detached and cancelled.
Notwithstanding the foregoing, if any Debt Security or portion thereof shall have been duly authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) stating that such Debt Security or portion thereof has never been issued and sold by the Company, for
all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.


 


(h)       Each
Depositary designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation
and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable
statute or regulation.


 






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Section 304.      Temporary
Debt Securities.


 


(a)       Pending
the preparation of definitive Debt Securities of any series, the Company may execute, and upon receipt of documents required by
Sections 301 and 303, together with a Company Order, the Trustee shall authenticate and deliver, temporary Debt Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor
and terms of the definitive Debt Securities in lieu of which they are issued in registered form or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Debt Securities may determine, as evidenced by their signatures on such Debt Securities. In the
case of Debt Securities of any series issuable as Bearer Securities, such temporary Debt Securities may be in global form, representing
all or any part of the Outstanding Debt Securities of such series.


 


(b)       Unless
otherwise provided pursuant to Section 301:


 


(i)        Except
in the case of temporary Debt Securities in global form, if temporary Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive
Debt Securities of such series, the related temporary Debt Securities shall be exchangeable for such definitive Debt Securities
upon surrender of the temporary Debt Securities of such series at the office or agency of the Company in the Place of Payment
for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of
any series (accompanied, if applicable, by all unmatured coupons and all matured coupons in default appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Debt Securities of the same series of like tenor and terms and of authorized denominations; provided, however, that no
Bearer Security shall be delivered in exchange for a Registered Security; and provided, further, that a Bearer Security
shall be delivered in exchange for a Bearer Security only in compliance with the conditions set forth in Section 305.


 


(ii)      If
Debt Securities of any series are issued in temporary global form, any such temporary Global Security shall, unless otherwise
provided pursuant to Section 301, be delivered to the Depositary for the benefit of Euroclear and Clearstream, for credit
to the respective accounts of the beneficial owners of such Debt Securities (or to such other accounts as they may direct).


 






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(iii)       Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary
Global Security (the “Global Exchange Date”), the Company shall deliver definitive Debt Securities to the Trustee
or the agent appointed by the Company pursuant to Section 301 to effect the exchange of the temporary Global Security for
definitive Debt Securities (the “Global Exchange Agent”), in an aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after the Global Exchange Date, such temporary Global
Security shall be surrendered by the Depositary to the Global Exchange Agent, to be exchanged, in whole or from time to time in
part, for definitive Debt Securities without charge and the Trustee or the Global Exchange Agent, if authorized by the Trustee
pursuant to Section 614, shall authenticate and deliver, in exchange for each portion of such temporary Global Security,
an equal aggregate principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor
and terms as the portion of such temporary Global Security to be exchanged. Upon any exchange of a part of such temporary Global
Security for definitive Debt Securities, the portion of the principal amount and any interest thereon so exchanged shall be endorsed
by the Global Exchange Agent on a schedule to such temporary Global Security, whereupon the principal amount and interest payable
with respect to such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. The
definitive Debt Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered
form, global registered form or global bearer form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that,
in the case of the exchange of the temporary Global Security for definitive Bearer Securities (including a definitive Global Bearer
Security), upon such presentation by the Depositary, such temporary Global Security shall be accompanied by a certificate signed
by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate signed
by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form
set forth in Exhibit B to this Indenture, unless such certificate(s) shall have been provided earlier pursuant to section 304(b)(v)
hereof; and provided, further, that definitive Bearer Securities (including a definitive Global Bearer Security) shall
be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303.


 


(iv)       The
interest of a beneficial owner of Debt Securities of a series in a temporary Global Security shall be exchanged for definitive
Debt Securities of the same series and of like tenor and terms following the Global Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on such account holder’s behalf and, in the case
of the exchange of the temporary Global Security for definitive Bearer Securities (including a definitive Global Bearer Security),
unless such certificate(s) shall have been provided earlier pursuant to Section 304(b)(v) hereof, the account holder delivers
to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 and, if applicable,
A-2 to this Indenture, dated no earlier than 15 days prior to the Global Exchange Date, copies of which certificate shall
be available from the offices of Euroclear and Clearstream, the Global Exchange Agent, any authenticating agent appointed for
such series of Debt Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange
shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive
Debt Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take
delivery of such definitive Debt Securities in person at the offices of Euroclear and Clearstream. Definitive Debt Securities
in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the
United States.


 






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(v)       Until
exchanged in full as hereinabove provided, the temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of the same series and of like tenor and terms authenticated
and delivered hereunder, except that interest payable on a temporary Global Security on an Interest Payment Date shall be payable
to Euroclear and Clearstream on such Interest Payment Date only if there has been delivered by Euroclear and Clearstream to the
Global Exchange Agent a certificate or certificates in the form set forth in Exhibit B to this Indenture dated no earlier
than the first Interest Payment Date, for credit without further interest on or after such Interest Payment Date to the respective
accounts of the Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who
have each delivered to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1
and, if applicable, A-2 to this Indenture dated no earlier than the first Interest Payment Date. Any interest so received
by Euroclear and Clearstream and not paid as herein provided prior to the Global Exchange Date shall be returned to the Global
Exchange Agent which, upon expiration of two years after such Interest Payment Date, shall repay such interest to the Company
in accordance with Section 1003.


 


Section 305.       Registration;
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register (herein
sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. Pursuant to
Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a
 “Security Registrar” for the purpose of registering such Debt Securities and transfers and exchanges of such Debt
Securities as herein provided.


 


Upon surrender for registration
of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and
aggregate principal amount.


 






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At the option of the
Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized
form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to
be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities.


 


At the option of the
Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise
specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized
denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged
at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them
and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular
Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment,
as the case may be.


 


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


 


If at any time the Depositary
for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt
Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible
under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series.
If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 301(9) shall
no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate
and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such series in exchange for such Global Security or Securities.


 






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The Company may at any
time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate
and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such series in exchange for such Global Security or Securities.


 


If specified by the
Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities
may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such
series of like tenor and terms and in definitive form 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 charge to any Holder,


 


(a)      to
each Person specified by such Depositary a new Debt Security or Securities of the same series, of like tenor and terms and of
any authorized denominations 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 of like tenor and terms and in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders
thereof.


 


In any exchange provided
for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver Debt Securities
(a) in definitive registered form in authorized denominations, if the Debt Securities of such series are issuable as Registered
Securities, (b) in definitive bearer form in authorized denominations, with coupons attached, if the Debt Securities of such
series are issuable as Bearer Securities or (c) as either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either form; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent shall have received
from the person entitled to receive the definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1
and, if applicable, A-2 hereto; and provided further that delivery of a Bearer Security shall occur only outside the
United States; and provided further that no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.


 






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Upon the exchange of
a Global Security for Debt Securities in definitive form, such Global Security shall be cancelled by the Trustee. Registered 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 Registered Securities to the persons in whose names such Debt Securities
are so registered. The Trustee shall deliver Bearer Securities issued in exchange for a Global Security pursuant to this Section
to the persons, 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; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent shall have received from
the person entitled to receive the definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1
and, if applicable, A-2 hereto; and provided further that delivery of a Bearer Security shall occur only outside the
United States; and provided further that no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.


 


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


 


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


 


No charge to any Holder
shall be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any transfer, registration of transfer or
exchange of Debt Securities, other than exchanges expressly provided in this Indenture to be made at the Company’s own expense
or without expense or without charge to the Holders.


 


The Company shall not
be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series to be redeemed for
a period of fifteen days preceding the first publication of the relevant notice of redemption or, if Registered Securities are
outstanding and there is no publication, the mailing of the relevant notice of redemption of Debt Securities of such series selected
for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion
of such Registered Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of like tenor and terms of that series, provided
that such Registered Security shall be simultaneously surrendered for redemption.


 






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Notwithstanding anything
herein to the contrary, the exchange of Bearer Securities into Registered Securities shall be subject to applicable laws and regulations
in effect at the time of exchange; neither the Company, the Trustee nor the Security Registrar shall exchange any Bearer Securities
into Registered Securities if it has received an Opinion of Counsel that as a result of such exchanges the Company would suffer
adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered
to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter unless and until the Trustee receives
a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Orders to the Security Registrar.


 


Section 306.       Mutilated,
Destroyed, Lost and Stolen Debt Securities.


 


If (i) any mutilated
Debt Security or a Bearer Security with a mutilated coupon appertaining to it is surrendered to a Paying Agent outside the United
States designated by the Company, or, in the case of any Registered Security, to the Trustee, or (ii) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security or coupon, and there is
delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company and the Trustee that such Debt Security or coupon has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for
any such mutilated Debt Security or Bearer Security with a mutilated coupon appertaining to it or to which a destroyed, lost or
stolen coupon appertains (with all related coupons not destroyed, lost or stolen) or in lieu of any such destroyed, lost or stolen
Debt Security, a new Debt Security of like tenor and terms and principal amount, bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Debt Security or to the Debt
Security to which such destroyed, lost or stolen coupon appertains; provided, however, that any such new Bearer Security
will be delivered only in compliance with the conditions set forth in Section 305.


 


In case any such mutilated,
destroyed, lost or stolen Debt Security or coupon has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debt Security, pay such Debt Security or coupon; provided, however, that payment of principal
of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States; and provided, further, that, with respect to any such coupons,
interest represented thereby (but not any additional amounts payable as provided in Section 1004), shall be payable only
upon presentation and surrender of the coupons appertaining thereto.


 


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


 






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


 


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


 


Section 307.       Payment
of Interest; Interest Rights Preserved.


 


Interest on any Registered
Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. In case a Bearer Security of any series is surrendered in exchange for a Registered Security of
such series after the close of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date
and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this Indenture. At the option of the Company, payment of interest
on any Registered Security may be made by check in the currency designated for such payment pursuant to the terms of such Registered
Security mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire
transfer to an account in such currency designated by such Person in writing not later than ten days prior to the date of such
payment.


 


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


 






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(1)       The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money and/or, to the extent such Debt Securities
are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and
without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holder of such Registered Securities)
will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment)
be 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 and/or Eligible Instruments when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the
written notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date. Unless the
Trustee is acting as the Security Registrar, promptly after such Special Record Date, the Company shall furnish the Trustee with
a list, or shall make arrangements satisfactory to the Trustee with respect thereto, of the names and addresses of, and principal
amounts of Registered Securities of such series held by, the Holders appearing on the Security Register at the close of business
on such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Registered Securities of such series at his address as it appears in the Security Register, not less than 10 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 the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following Clause (2). In case a Bearer Security of any series is surrendered at the
office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of
business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating
to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


(2)       The
Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Registered 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.


  



    32
 


     


    




 



 


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


 


Subject to the limitations
set forth in Section 1002, the Holder of any coupon appertaining to a Bearer Security shall be entitled to receive the interest
payable on such coupon upon presentation and surrender of such coupon on or after the Interest Payment Date of such coupon at
an office or agency maintained for such purpose pursuant to Section 1002.


 


	 	Section 308.	Persons Deemed Owners.




 


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


 


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


 


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


 


	 	Section 309.	Cancellation.




 


Unless otherwise provided
with respect to a series of Debt Securities, all Debt Securities and coupons surrendered for payment, redemption, repayment, transfer,
exchange or credit against any sinking fund payment pursuant to this Indenture, shall, if surrendered to the Company or any agent
of the Company, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and all Debt Securities so delivered shall be promptly cancelled by the Trustee. No Debt Securities
shall be authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Debt Securities and coupons held by the Trustee shall be destroyed and certification
of their destruction delivered to the Company unless by a Company Order the Company shall direct that the cancelled Debt Securities
or coupons be returned to it.


 






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	 	Section 310.	Computation of Interest.




 


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


 


	 	Section 311.	Certification by a Person Entitled to Delivery of a Bearer Security.




 


Whenever any provision
of this Indenture or a Debt Security contemplates that certification be given by a Person entitled to delivery of a Bearer Security,
such certification shall be provided substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with
only such changes as shall be approved by the Company and consented to by the Trustee whose consent shall not unreasonably be
withheld.


 


	 	Section 312.	Judgments.




 


The Company may provide,
pursuant to Section 301, for the Debt Securities of any series that, to the fullest extent possible under applicable law
and except as may otherwise be specified as contemplated in Section 301, (a) the obligation, if any, of the Company
to pay the principal of (and premium, if any) and interest on the Debt Securities of any series and any related coupons in a Foreign
Currency, composite currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 301
is of the essence and that judgments in respect of such Debt 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 Debt Securities and any related coupons 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) in the country of issue of the Designated Currency in the case of Foreign Currency or Dollars or in the international
banking community in the case of a composite currency on the Business Day 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.


 






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ARTICLE FOUR


 


Satisfaction and Discharge


 


	 	Section 401.	Satisfaction and Discharge of Indenture.




 


This Indenture shall
upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange
of Debt Securities herein expressly provided for and rights to receive payments of principal and interest thereon and any right
to receive additional amounts, as provided in Section 1004) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture when


 


(1)           either


 


(A)          all
Debt Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than (i) coupons appertaining
to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is
not required or has been waived as provided in Section 305, (ii) Debt Securities and coupons which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Bearer
Securities called for redemption or surrendered for repayment and maturing after the relevant Redemption Date or Repayment Date,
as appropriate, surrender of which has been waived as provided in Section 1106 or 1303 and (iv) Debt Securities and
coupons for whose payment money and/or Eligible Instruments have theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee cancelled or for cancellation; or


 


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


 


(i)     have
become due and payable, or


 


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





 






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(iii)          are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money and/or, to
the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and
interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders
of Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the
Trustee, without investment) be sufficient to pay and discharge the entire indebtedness on such Debt Securities and coupons of
such series for principal (and premium, if any) and interest, and any mandatory sinking fund, repayment or analogous payments
thereon, on the scheduled due dates therefor to the date of such deposit (in the case of Debt Securities and coupons which have
become due and payable) or to the Stated Maturity or Redemption Date, if any, and all Repayment Dates (in the case of Debt Securities
repayable at the option of the Holders thereof); provided, however, that in the event a petition for relief under any applicable
Federal or state bankruptcy, insolvency, reorganization or other similar law is filed with respect to the Company within 91 days
after the deposit, the obligations of the Company under the Indenture with respect to the Debt Securities of such series shall
not be deemed terminated or discharged, and in such event the Trustee shall be required to return the deposited money and Eligible
Instruments then held by the Trustee to the Company;


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money or Eligible Instruments
shall have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.


 





	 	Section 402.	Application of Trust Money and Eligible Instruments.




 


(a)       Subject
to the provisions of the last paragraph of Section 1003, all money and Eligible Instruments deposited with the Trustee pursuant
to Section 401, 403 or 1501 shall be held in trust and such money and the principal and interest received on such Eligible
Instruments shall be applied by it, in accordance with the provisions of the Debt Securities, any coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money
or Eligible Instruments have been deposited with the Trustee.


 






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(b)       The
Trustee shall deliver or pay to the Company from time to time upon Company Request any Eligible Instruments or money held by it
as provided in Section 403 or 1501 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would
have been required to be deposited for the purpose for which such Eligible Instruments or money were deposited or received.


 


(c)       The
Trustee shall deliver to the Company from time to time upon Company Request any Eligible Instruments held by it as provided in
Section 403 or 1501, provided that the Company in substitution therefor simultaneously delivers to the Trustee, money or
other Eligible Instruments which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, would then be sufficient to satisfy the Company’s payment obligations
in respect of the Debt Securities in the manner contemplated by Section 403 or 1501.


 


	 	Section 403.	Satisfaction, Discharge and Defeasance of Debt Securities of any Series.




 


If this Section 403
is specified, as contemplated by Section 301, to be applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Debt Securities
of any such series and related coupons; (ii) the provisions of this Indenture as it relates to such Outstanding Debt Securities
and related coupons shall no longer be in effect (except as to the rights of Holders of Debt Securities to receive, from the trust
fund described in subparagraph (1) below, payment of (x) the principal of (and premium, if any) and any installment of principal
of (and premium, if any) or interest on such Debt Securities and related coupons on the Stated Maturity of such principal (and
premium, if any) or installment of principal (and premium, if any) or interest or (y) any mandatory sinking fund, repayment or
analogous payments applicable to the Debt Securities of that series on that day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Debt Securities, the Company’s obligations with respect to such
Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1004 and the rights, powers, trusts, duties and immunities of
the Trustee hereunder, including those under Section 607 hereof); and (iii) the Trustee, at the expense of the Company,
shall, upon Company Order, execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when


 






    37
 


     


    

 


(1)       either


 


(A)           with
respect to all Outstanding Debt Securities of such series and related coupons, with reference to this Section 403, the Company
has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who
shall agree to comply with the provisions of this Section 403 applicable to it) irrevocably, as trust funds in trust, money
and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal
and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the
Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in
trust with the Trustee, without investment) be sufficient to pay and discharge (i) the principal of (and premium, if any)
and interest on the Outstanding Debt Securities of that series and related coupons on the Stated Maturity of such principal or
interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof, and the Company shall have given
irrevocable instructions to the Trustee to effect such redemption, at the date fixed for such redemption pursuant to Article Eleven,
and (ii) any mandatory sinking fund payments or analogous payments applicable to Debt Securities of such series on the date
on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities; or


 


(B)          the
Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301,
to be applicable to the Debt Securities of such series;


 


(2)           the
Company has paid or caused to be paid all sums payable with respect to the Outstanding Debt Securities of such series and related
coupons;


 


(3)           such
deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to
which the Company is a party or by which it is bound;


 


(4)           no
Event of Default or event which, with the giving of notice or lapse of time, or both, would become an Event of Default pursuant
to Section 501(1), (2), (3), (5) or (6) with respect to the Debt Securities of such series shall have occurred and be continuing
on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) or event which, with the
giving of notice or lapse of time, or both, would become an Event of Default under Section 501(5) or Section 501(6)
shall have occurred and be continuing on the 91st day after such date; provided, however, that should
that condition fail to be satisfied on or before such 91st day, the Trustee shall promptly, upon satisfactory receipt
of evidence of such failure, return such deposit to the Company;


 


(5)           the
Company has delivered to the Trustee an Opinion of Counsel to the effect that (a) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (b) since the date of this Indenture there has been a change
in applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of Debt Securities and related coupons of such series will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount
and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;


 






    38
 


     


    

 


(6)         if
the Debt Securities of that series are then listed on any domestic or foreign securities exchange, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Debt Securities
to be delisted;


 


(7)         such
deposit shall have been effected in compliance with any additional terms, conditions or limitations which may be imposed on the
Company in connection therewith pursuant to Section 301; and


 


(8)         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness of all Outstanding Debt Securities
and related coupons have been complied with.


 


Any deposits with the
Trustee referred to in Section 403(1)(A) above shall be irrevocable and shall be made under the terms of an escrow or trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding Debt Securities of such series are to be redeemed
prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking
fund requirement, the applicable escrow or trust agreement shall provide therefor and the Company shall make such arrangements
as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 


Upon the satisfaction
of the conditions set forth in this Section 403 with respect to all the Outstanding Debt Securities of any series, the terms
and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer
be binding upon, or applicable to, the Company; provided that the Company shall not be discharged from any payment obligations
in respect of Debt Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition
thereof if such obligations continue to be valid obligations of the Company under applicable law.





 


Notwithstanding the
cessation, termination and discharge of all obligations, covenants and agreements (except as provided above in this Section 403)
of the Company under this Indenture with respect to any series of Debt Securities, the obligations of the Company to the Trustee
under Section 607, and the obligations of the Trustee under Section 402 and the last paragraph of Section 1003,
shall survive with respect to such series of Debt Securities.


 






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ARTICLE FIVE


 


Remedies


 


		Section
                            501.	Events
                                         of Default.



 


“Event of Default”,
wherever used herein with respect to Debt Securities of any series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


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


 


(2)        default
in the payment of the principal of (or premium, if any, on) any Debt Security of such series at its Maturity; or


 


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


 


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


 


(5)        the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law
or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law,
or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or


 






    40
 


     


    

 


(6)        the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or


 


(7)        any
other Event of Default, if any, provided with respect to Debt Securities of such series specified as contemplated by Section 301.


 


		Section
                            502.	Acceleration
                                         of Maturity; Rescission and Annulment.



 


If an Event of Default
with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of Outstanding Debt Securities of such series may declare the
principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of and all accrued but unpaid interest on all the Debt Securities of such
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders),
and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Upon payment
of such amount, all obligations of the Company in respect of the payment of principal of the Debt Securities of such series shall
terminate.


 


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


 






    41
 


     


    

 


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


 


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


 


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


 


(C)       to
the extent that payment of such interest is lawful, interest upon overdue installments of interest on each Debt Security and any
related coupons at the rate or rates prescribed therefor in such Debt Securities, and


 


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


 


and


 


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


 


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


 


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



 


The Company covenants
that if:


 


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


 


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


 


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


 






    42
 


     


    

 


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


 


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


 


		Section
                            504.	Trustee
                                         May File Proofs of Claim.



 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter constituted, relative
to the Company or any other obligor upon the Debt Securities of a particular series or any related coupons or the property of
the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of such Debt Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention
in such proceedings or otherwise,


 


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


 


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


 


and any receiver, assignee, trustee, custodian,
liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.


 






    43
 


     


    

 


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


 


		Section
                            505.	Trustee
                                         May Enforce Claims without Possession of Debt Securities or Coupons.



 


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


 


		Section
                            506.	Application
                                         of Money Collected.



 


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


 


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




 


SECOND:
           To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest on the Debt Securities and any coupons, in respect of which or for the benefit of which such
money has been collected ratably, without preference or priority of any kind, according to the amounts due and payable on such
Debt Securities and any coupons for principal (and premium, if any) and interest, respectively. The Holders of each series of
Debt Securities denominated in Euro, any other composite currency or a Foreign Currency and any matured coupons relating thereto
shall be entitled to receive a ratable portion of the amount determined by the Exchange Rate Agent by converting the principal
amount Outstanding of such series of Debt Securities and matured but unpaid interest on such series of Debt Securities in the
currency in which such series of Debt Securities is denominated into Dollars at the Exchange Rate as of the date of declaration
of acceleration of the Maturity of the Debt Securities; and


 






    44
 


     


    

 


THIRD:               The
balance, if any, to the Company.


 


		Section
                            507.	Limitation
                                         on Suits.



 


No Holder of any Debt
Securities of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


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


 


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


 


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


 


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


 


		Section
                            508.	Unconditional
                                         Right of Holders to Receive Principal, Premium and Interest.



 


Notwithstanding any
other provision in this Indenture, the Holder of any Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Debt Security
or payment of such coupon on the respective Stated Maturity or Maturities expressed in such Debt Security or coupon (or, in the
case of redemption or repayment, on the Redemption Date or the Repayment Date, as the case may be) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.


 






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		Section
                            509.	Restoration
                                         of Rights and Remedies.



 


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


 


		Section
                            510.	Rights
                                         and Remedies Cumulative.



 


Except as otherwise
provided in Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


		Section
                            511.	Delay
                                         or Omission Not Waiver.



 


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


 


		Section
                            512.	Control
                                         by Holders of Debt Securities.



 


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


 


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


 






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(2)        subject
to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed
would be unjustly prejudicial to the Holders of Debt Securities of such series not joining in any such direction; and


 


(3)        the
Trustee may take any other action deemed necessary by the Trustee which is not inconsistent with such direction.


 


		Section
                            513.	Waiver
                                         of Past Defaults.



 


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


 


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


 


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


 


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


 


		Section
                            514.	Undertaking
                                         for Costs.



 


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


 






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Section 515. Waiver
of Stay or Extension Laws.


 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law whenever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE SIX


 


The Trustee


 


Section 601.
Certain Duties and Responsibilities.


 


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


 


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


 


(ii)       in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).


 


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


 


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


 






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(i)       this
subsection shall not be construed to limit the effect of subsection (a) of this Section 601;


 


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


 


(iii)       the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Debt Securities of any series, determined as provided
in Sections 101, 104 and 512, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Debt Securities
of such series; and


 


(iv)       no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.


 


(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.


 


Section 602.
Notice of Default.


 


If a default occurs
hereunder with respect to Debt Securities of any series the Trustee shall transmit by mail to all Holders of Debt Securities of
such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in
the case of any default of the character specified in Section 501(4) with respect to Debt Securities of such series no such
notice to Holders shall be given until at least 30 days after the occurrence thereof; and provided further, that, except
in the case of a default in the payment of principal of (or premium, if any) or interest on any Debt Security of such series or
related coupons or in the payment of any sinking fund installment with respect to Debt Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of the Debt Securities of such series. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities
of such series.


 






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Section 603.
Certain Rights of Trustee.


 


Except as otherwise
provided in Section 601:


 


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


 


(b)       any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(f)       the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney, other than any such books or records
containing information as to the affairs of the customers of the Company or any of its subsidiaries; provided that the
Trustee may examine such books and records relating to customers to the extent that such books and records contain information
as to any payments made to such customers in their capacity as Holders of Debt Securities; and provided further that the
Trustee shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; and


 






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(g)       the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; no Exchange Rate Agent, Global Exchange Agent, Depositary or Paying Agent shall be deemed an agent
of the Trustee and the Trustee shall not be responsible for any act or omission by any of them.


 


Section 604.
Not Responsible for Recitals or Issuance of Debt Securities.


 


The recitals contained
herein and in the Debt Securities, except the Trustee’s certificates of authentication, and in any coupons, and the information
in any registration statement, including all attachments thereto, except information provided by the Trustee therein, shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series or any coupons. The
Trustee shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds thereof. The
Trustee shall not be responsible for and makes no representations as to the Company’s ability or authority to issue Bearer
Securities or the lawfulness thereof.


 


Section 605.
May Hold Debt Securities or Coupons.


 


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


 


Section 606.
Money Held in Trust.


 


Money held by the Trustee
or any Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.


 


Section 607.
Compensation and Reimbursement.


 


The Company agrees


 


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


 






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(2)       except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or willful misconduct; and


 


(3)       to
fully indemnify the Trustee for, and to hold it harmless against, any and all claims, losses, liabilities, damages or expenses
(including taxes other than taxes based upon the income of the Trustee) incurred without negligence or willful misconduct on its
part, arising out of or in connection with the acceptance or administration of this trust or performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


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


 


Section 608.
Disqualification; Conflicting Interests.


 


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


 


Section 609.
Corporate Trustee Required; Eligibility.


 


There shall at all times
be a Trustee hereunder which shall be a corporation that is eligible pursuant to the Trust Indenture Act to act as such and organized
and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, and subject to supervision or
examination by Federal or State authority; provided, however, that if Section 310(a) of the Trust Indenture Act or
the rules and regulations of the Commission under the Trust Indenture Act at any time permit a corporation organized and doing
business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act,
this Section 609 shall be automatically amended to permit a corporation organized and doing business under the laws of any
such other jurisdiction to serve as Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, 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 the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign promptly in the manner and with the effect hereinafter specified in this Article.


 






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Section 610.
Resignation and Removal; Appointment of Successor.


 


(a)       No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee under Section 611.


 


(b)       The
Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.


 


(c)       The
Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Debt Securities of such series, delivered to the Trustee and to the Company. If an instrument of acceptance
by a successor Trustee shall not have been delivered to the Trustee within 30 days of receipt of such Act specifying removal,
the removed Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.


 


(d)       If
at any time:


 


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


 


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


 


(3)       the
Trustee shall become incapable of acting with respect to any series of Debt Securities or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the Trustee in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law;
or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or of its property or affairs,
or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation, winding up or liquidation, or


 






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(4)       the
Trustee shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or its property or affairs, or
shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they
become due, or shall take corporate action in furtherance of any such action,


 


then, in any such case, (i) the Company
by a Board Resolution may remove the Trustee with respect to such series or (ii) subject to Section 514, any Holder who has
been a bona fide Holder of a Debt Security of any series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee for the Debt Securities of such series and
the appointment of a successor Trustee. In addition, the Company may remove the Trustee if the Company shall determine by a Board
Resolution that the services provided by the Trustee hereunder may be obtained at a substantially lower cost to the Company.


 


(e)       If
the Trustee shall resign, be removed or become incapable of acting with respect to any series of Debt Securities, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Debt Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to the Debt 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 Debt Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Debt Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide
Holder of a Debt Security of such series for at least six months may, subject to Section 514, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.


 






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(f)       The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Debt Securities of any series
and each appointment of a successor Trustee with respect to the Debt Securities of any series by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Debt Securities of such series are issuable as Bearer Securities, by publishing
notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall
include the name of the successor Trustee with respect to the Debt Securities of such series and the address of its Corporate
Trust Office.


 


Section 611.
Acceptance of Appointment by Successor.


 


(a)       In
the case of an appointment hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but,
on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges due under Section 607
hereof, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.


 


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


 






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


 


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


 


Section 612. Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


Section 613. Preferential
Collection of Claims Against Company.


 


If and when the Trustee
shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Company (or any other obligor upon the
Debt Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding collection of claims against
the Company (or any such other obligor).


 






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Section 614. Authenticating
Agent.


 


The Trustee shall upon
Company request appoint one or more authenticating agents with respect to one or more series of Debt Securities which shall be
authorized on behalf of the Trustee in authenticating Debt Securities of such series in connection with the issue, delivery, registration
of transfer, exchange, partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture to
the authentication of Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall
be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed
on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Company and must be a
corporation organized and doing business under the laws of the United States or of any State, having a combined capital and surplus
of at least $1,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal
or State authorities or the equivalent foreign authority in the case of an authenticating agent who is not organized and doing
business under the laws of the United States or of any State thereof or the District of Columbia.


 


Any corporation succeeding
to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution
or filing of any paper or any further act on the part of the Trustee or such authenticating agent.


 


An authenticating agent
may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series
of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee promptly may appoint a successor authenticating agent. Any successor
authenticating agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an authenticating agent herein. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to
pay to each authenticating agent from time to time reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payment, subject to the provisions of Section 607.


 


The provisions of Sections 104,
111, 306, 309, 603, 604, 605 and 607 shall be applicable to any authenticating agent.


 


Pursuant to each appointment
made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of
the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:


 






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This is one of the Debt
Securities, of the series designated herein, described in the within-mentioned Indenture.


 


	 	[_____________________]
	 	  
	 	By	 
	 	As Authenticating Agent for the
    Trustee
	 	  
	 	By	                                    
	 	Authorized
    Signatory
	 	 
	 	Dated  	 




  


ARTICLE SEVEN


 


Holders’ Lists and Reports By
Trustee and Company


 


Section 701.      Company
to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish
or cause to be furnished to the Trustee with respect to Debt Securities of each series for which it acts as Trustee:


 


(1)      semi-annually,
not more than 15 days after the Regular Record Date in respect of the Debt Securities of such series or on May 15 and
November 15 of each year with respect to each series of Debt Securities for which there are no Regular Record Dates, a list,
in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities as of such
Regular Record Date or May 1 or November 1, as the case may be, and


 


(2)      at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided, however, that if and
so long as the Trustee shall be the Security Registrar, no such list need be furnished.


 






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Section 702.       Preservation
of Information; Communications to Holders.


 


(a)       The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders
of Registered Securities received by the Trustee in its capacity as Paying Agent or Security Registrar, if so acting. The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The Trustee shall
preserve for at least two years the names and addresses of Holders of Bearer Securities filed with the Trustee by such Holders.


 


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


 


(c)       Every
Holder of Debt Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee shall be held accountable by reason of any disclosure of information as to the names and addresses
of the Holders made pursuant to the Trust Indenture Act.


 


Section 703.       Reports
by Trustee.


 


(a)       Within
60 days after May 15 of each year commencing with the first May 15 after the first issuance of Debt Securities pursuant to
this Indenture and at any other time required by the Trust Indenture Act, the Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture and such other matters as may be required pursuant to the Trust Indenture Act
in the manner required by the Trust Indenture Act.


 


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


 


Section 704.       Reports
by Company.


 


The Company shall file
with the Trustee and the Commission, and transmit to Holders such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the time and in the manner pursuant to such Act; provided
that such information, documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act shall be filed with the Trustee within 15 days of filing with the Commission.


 






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Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).


  


ARTICLE EIGHT


 


Consolidation, Merger, Conveyance, Transfer
or Lease


 


Section 801.       Company
May Consolidate, etc. Only on Certain Terms.


 


The Company shall not
consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:


 


(1)      the
corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America, any political subdivision thereof or any State thereof and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest (including all additional amounts, if any, payable pursuant to
Section 1004) on all the Debt Securities and any related coupons and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;


 


(2)      immediately
after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing; and


 


(3)      the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been met.


 






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Section 802.       Successor
Corporation Substituted.


 


Upon any consolidation
with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein,
and thereafter, except in the case of a lease of the properties and assets of the Company substantially as an entirety, the Company
(which term for this purpose shall mean the Person named as the “Company” in the first paragraph of this instrument
or any successor corporation which shall theretofore have become such in the manner presented in this Article) shall be relieved
of all obligations and covenants under this Indenture and the Debt Securities and any coupons.


  


ARTICLE NINE


 


Supplemental Indentures


 


Section 901.       Supplemental
Indentures without Consent of Holders.


 


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


 


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


 


(2)       to
add to the covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities or coupons (and if
such covenants are to be for the benefit of less than all series of Debt Securities or coupons, stating that such covenants are
expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property
to or with the Trustee, or to surrender any right or power herein conferred upon the Company; or


 


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


 






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


 


(5)       to
change or eliminate any of the provisions of this Indenture, provided that any such change or elimination (a) shall
become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provisions or (b) shall not apply to any Debt Security Outstanding; or


 


(6)       to
establish the form or terms of Debt Securities of any series as permitted by Sections 201 and 301; or


 


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


 


(8)       to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture, or to make any other additions to, deletions from and other changes to the provisions hereof,
provided such other provisions shall not adversely affect the interests of the Holders of Debt Securities of any series
or any related coupons in any material respect; or


 


(9)       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, provided such action shall not adversely affect the interest of Holders of Debt Securities
of any series or any related coupons in any material respect.


 


Section 902.       Supplemental
Indentures with Consent of Holders.


 


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


 






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(1)       change
the Stated Maturity of the principal or any installment of principal of, or any installment of interest on, any Debt Security,
or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption or repayment thereof, or
change any obligation of the Company to pay additional amounts pursuant to Section 1004 (except as contemplated by Section 801(1)
and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would
be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place
of Payment, or the coin or currency in which any Debt Security or the interest thereon or any coupon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment, on or after the Redemption Date or Repayment Date, as the case may be); or


 


(2)       reduce
the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements
of Section 1404 for quorum or voting; or


 


(3)       modify
any of the provisions of this Section, Section 513 or Section 1006, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Debt 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 1006,
or the deletion of this proviso, in accordance with the requirements of Section 611(b) and 901(7); or


 


(4)       adversely
affect the right to repayment, if any, of Debt Securities of any series at the option of the Holders thereof.


 


A supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt 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 Debt Securities of any other series.


 






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


 


Section 903.      Execution
of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Section 904.      Effect
of Supplemental Indentures.


 


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


 


Section 905.      Conformity
with Trust Indenture Act.


 


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


 


Section 906.       Reference
in Debt Securities to Supplemental Indentures.


 


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


  



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ARTICLE TEN


 


Covenants


 


Section 1001.       Payment
of Principal, Premium and Interest.


 


The Company covenants
and agrees for the benefit of each series of Debt Securities and any related coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities and any related coupons in accordance with the terms of
the Debt Securities, any related coupons and this Indenture. Any interest due on Bearer Securities on or before Maturity, other
than additional amounts, if any, payable as provided in Section 1004 in respect of principal of (or premium, if any, on)
such a Debt Security, shall be payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature.


 


Section 1002.       Maintenance
of Office or Agency.


 


The Company will maintain
in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities (but, except as otherwise
provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or
surrendered for payment, where Debt Securities may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Debt Securities and this Indenture may be served. If Debt Securities of a series
are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office
or agency in a Place of Payment for such series which is located outside the United States where Debt Securities of such series
and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Debt
Securities of such series pursuant to Section 1004); provided, however, that if the Debt Securities of such series
are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in any required city located outside the United States so long as the Debt Securities of such series are
listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of any 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 or demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all presentations, surrenders,
notices and demands, except that Bearer Securities of that series and the related coupons may be presented and surrendered for
payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004)
at the place specified for the purpose pursuant to Section 301(5).


 


No payment of principal
of, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided,
however, payment of principal of and any premium and interest denominated in Dollars (including additional amounts payable
in respect thereof) on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the
United States if (but only if) payment of the full amount of such principal, premium, interest or additional amounts in Dollars
at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal
or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that
such payment within the United States is legal. Unless otherwise provided as contemplated by Section 301 with respect to
any series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check
in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside
the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United
States.


  



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The Company may also
from time to time designate one or more other offices or agencies (in or outside of such Place of Payment) where the Debt Securities
of one or more series and any related coupons (subject to the preceding paragraph) may be presented or surrendered for any or
all such purposes, and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment
for any series of Debt Securities for such purposes. The Company will give prompt written notice to the Trustee of any such designation
and any change in the location of any such other office or agency.


 


Section 1003.      
Money for Debt Securities Payments to Be Held in Trust.


 


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


 


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


 





The Company will cause
each Paying Agent with respect to any series of Debt Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying
Agent will


 


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


 


(2)      give
the Trustee notice of any default by the Company (or any other obligor upon the Debt Securities of such series or any related
coupons) in the making of any payment of principal of (and premium, if any) or interest on the Debt Securities of such series
or any related coupons; and


 






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


 


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


 


Any principal and interest
received on the Eligible Instruments deposited with the Trustee or 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 Debt Security
of any series or any related coupons or any money on deposit with the Trustee or any Paying Agent representing amounts deducted
from the Redemption Price or Repayment Price with respect to unmatured coupons not presented upon redemption or exercise of the
Holder’s option for repayment pursuant to Section 1106 or 1303 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 on Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of such Debt Security or any coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money (including the principal and interest received on Eligible Instruments deposited
with the Trustee), and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper of general circulation in the [Borough of Manhattan, The City of New York], and
each Place of Payment or mailed to each such Holder, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of
such money then remaining will be repaid to the Company.


 


Section 1004.      Payment
of Additional Amounts.


 


If the Debt Securities
of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Debt Security of any series
or any coupon appertaining thereto additional amounts upon the terms and subject to the conditions provided therein. Whenever
in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or
in respect of, any Debt Security of any series or any related coupon or the net proceeds received on the sale or exchange of any
Debt Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for
in the terms of such Debt Securities and this Section to the extent that, in such context, additional amounts are, were or would
be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts
(if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.


 






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


 


Section 1005.      Officers’
Certificate as to Default.


 


The Company will deliver
to the Trustee, on or before a date not more than four months after the end of each fiscal year of the Company ending after the
date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is
in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and, if the Company
shall be in default, specifying all such defaults and the nature thereof of which they may have knowledge.


 


Section 1006.      Waiver
of Certain Covenants.


 


The Company may omit
in any particular instance to comply with any covenant or condition applicable to the Debt Securities of any series pursuant to
Section 301 unless such covenant or condition is determined pursuant to Section 301 not to be subject to this provision
if, before the time for such compliance the Holders of at least a majority in principal amount of all series of the Debt Securities
at the time Outstanding to which such covenant or condition applies shall, acting together as a class, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


 






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ARTICLE ELEVEN


 


Redemption of Debt Securities


 


Section 1101.      Applicability
of Article.


 


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


 


Section 1102.      Election
to Redeem; Notice to Trustee.


 


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


 


Section 1103.      Selection
by Trustee of Debt Securities to be Redeemed.


 


Except as otherwise
specified as contemplated by Section 301 for Debt Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series with like tenor and terms not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities of such series or any integral
multiple thereof which is also an authorized denomination) of the principal amount of Registered Securities or Bearer Securities
(if issued in more than one authorized denomination) of such series of a denomination larger than the minimum authorized denomination
for Debt Securities of such series.


 






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


 


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


 


Section 1104.      Notice
of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Debt Securities to be redeemed.


 


All notices of redemption
shall state:


 


(1)      the
Redemption Date;


 


(2)      the
Redemption Price;


 


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


 





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


 


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


 


(6)      that
Bearer Securities may be surrendered for payment only at such place or places which are outside the United States, except as otherwise
provided in Section 1002;


 


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


 


(8)      the
CUSIP number, if any.


 


A notice of redemption
published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed.


 






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


 


Section 1105.      Deposit
of Redemption Price.


 


On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money and/or, to the extent the Debt Securities to
be redeemed are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which
when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt
Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities or portions thereof which
are to be redeemed on that date; provided, however, that deposits with respect to Bearer Securities shall be made with
a Paying Agent or Paying Agents located outside the United States except as otherwise provided in Section 1002, unless otherwise
specified as contemplated by Section 301.


 


Section 1106.      Debt
Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Debt Securities to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to
any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security
for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States except as otherwise provided in Section 1002), and provided
further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Debt Securities, or one or more Predecessor Securities, registered as such on the relevant
Record Dates according to their terms and the provisions of Section 307.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all related coupons maturing after the Redemption Date, such Bearer Security
may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive the amount so deducted without interest thereon; provided,
however, that interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an
office or agency located outside of the United States except as otherwise provided in Section 1002.


 






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


 


Section 1107.      Debt
Securities Redeemed in Part.


 


Any Registered Security
which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Registered
Security or Registered Securities of the same series and of like tenor and terms, of any authorized denominations as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt
Security so surrendered.


 


ARTICLE TWELVE


 


Sinking Funds


 


Section 1201.      Applicability
of Article.


 


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


 


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


 






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Section 1202.      Satisfaction
of Sinking Fund Payments with Debt Securities.


 


The Company (1) may
deliver Outstanding Debt Securities of a series (other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining thereto, and (2) may apply as a credit Debt Securities
of a series which have been redeemed either at the election of the Company pursuant to the terms of such Debt Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Debt Securities of such series required to be made pursuant
to the terms of such Debt Securities as provided for by the terms of such series; provided that such Debt Securities have
not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If as a result of the delivery or credit of Debt Securities in lieu of cash payments pursuant
to this Section 1202, the principal amount of Debt Securities to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Debt Securities for redemption, except upon Company Request, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Debt Securities
purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company.





 


Section 1203.      Redemption
of Debt Securities for Sinking Fund.


 


Not less than 60 days
prior to each sinking fund payment date for any series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment
of cash, the portion thereof, if any, which is to be satisfied by crediting Debt Securities of that series pursuant to Section 1202
and the basis for any such credit and, prior to or concurrently with the delivery of such Officers’ Certificate, will also
deliver to the Trustee any Debt Securities to be so credited and not theretofore delivered to the Trustee. Not less than 30 days
(unless a shorter period shall be satisfactory to the Trustee) before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated
in Sections 1105, 1106 and 1107.


 






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ARTICLE THIRTEEN


 


Repayment at the Option of Holders


 


Section 1301.      Applicability
of Article.


 


Debt Securities of any
series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with
their terms and (except as otherwise specified pursuant to Section 301 for Debt Securities of such series) in accordance
with this Article.


 


Section 1302.      Repayment
of Debt Securities.


 


Each Debt Security which
is subject to repayment in whole or in part at the option of the Holder thereof on a Repayment Date shall be repaid at the applicable
Repayment Price together with interest accrued to such Repayment Date as specified pursuant to Section 301.


 


Section 1303.      Exercise
of Option; Notice.


 


Each Holder desiring
to exercise such Holder’s option for repayment shall, as conditions to such repayment, surrender the Debt Security to be
repaid in whole or in part together with written notice of the exercise of such option at any office or agency of the Company
in a Place of Payment, not less than 30 nor more than 45 days prior to the Repayment Date; provided, however, that surrender
of Bearer Securities together with written notice of exercise of such option shall be made at an office or agency located outside
the United States except as otherwise provided in Section 1002. Such notice, which shall be irrevocable, shall specify the
principal amount of such Debt Security to be repaid, which shall be equal to the minimum authorized denomination for such Debt
Security or an integral multiple thereof, and shall identify the Debt Security to be repaid and, in the case of a partial repayment
of the Debt Security, shall specify the denomination or denominations of the Debt Security or Debt Securities of the same series
to be issued to the Holder for the portion of the principal of the Debt Security surrendered which is not to be repaid.


 


If any Bearer Security
surrendered for repayment shall not be accompanied by all unmatured coupons and all matured coupons in default, such Bearer Security
may be paid after deducting from the Repayment Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made
from the Repayment Price, such Holder shall be entitled to receive the amount so deducted without interest thereon; provided,
however, that interest represented by coupons shall be payable only at an office or agency located outside the United States
except as otherwise provided in Section 1002.


 






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The Company shall execute
and the Trustee shall authenticate and deliver without service charge to the Holder of any Registered Security so surrendered
a new Registered Security or Securities of the same series, of any authorized denomination specified in the foregoing notice,
in an aggregate principal amount equal to any portion of the principal of the Registered Security so surrendered which is not
to be repaid.


 


The Company shall execute
and the Trustee shall authenticate and deliver without service charge to the Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or Securities (and all related unmatured coupons and matured coupons
in default) or any combination thereof of the same series of any authorized denomination or denominations specified in the foregoing
notice, in an aggregate principal amount equal to any portion of the principal of the Debt Security so surrendered which is not
to be paid; provided, however, that the issuance of a Registered Security therefor shall be subject to applicable laws
and regulations, including provisions of the United States Federal income tax laws and regulations in effect at the time of the
exchange; neither the Company, the Trustee nor the Security Registrar shall issue Registered Securities for Bearer Securities
if it has received an Opinion of Counsel that as a result of such issuance the Company would suffer adverse consequences under
the United States Federal income tax laws then in effect and the Company has delivered to the Trustee a Company Order directing
the Trustee not to make such issuances thereafter unless and until the Trustee receives a subsequent Company Order to the contrary.
The Company shall deliver copies of such Company Order to the Security Registrar.


 





For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating to the repayment of Debt Securities shall relate,
in the case of any Debt Security repaid or to be repaid only in part, to the portion of the principal of such Debt Security which
has been or is to be repaid.


 


Section 1304.      Election
of Repayment by Remarketing Entities.


 


The Company may elect,
with respect to Debt Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment
Price, Debt Securities of such series from the Holders thereof who give notice and surrender their Debt Securities in accordance
with Section 1303.


 






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Section 1305.      Securities
Payable on the Repayment Date.


 


Notice of exercise of
the option of repayment having been given and the Debt Securities so to be repaid having been surrendered as aforesaid, such Debt
Securities shall, unless purchased in accordance with Section 1304, on the Repayment Date become due and payable at the price
therein specified and from and after the Repayment Date such Debt Securities shall cease to bear interest and shall be paid on
the Repayment Date, and the coupons for such interest appertaining to Bearer Securities so to be repaid, except to the extent
provided above, shall be void, unless the Company shall default in the payment of such price in which case the Company shall continue
to be obligated for the principal amount of such Debt Securities and shall be obligated to pay interest on such principal amount
at the rate borne by such Debt Securities from time to time until payment in full of such principal amount.


 


ARTICLE FOURTEEN


 


Meetings of Holders of Debt Securities


 


Section 1401.      Purposes
for Which Meetings May Be Called.


 


If Debt Securities of
a series are issuable in whole or in part as Bearer Securities, a meeting of Holders of Debt Securities of such series may be
called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Debt Securities of such
series.


 


Section 1402.      Call,
Notice and Place of Meetings.


 


(a)        The
Trustee may at any time call a meeting of Holders of Debt Securities of any series issuable as Bearer Securities for any purpose
specified in Section 1401, to be held at such time and at such place in the [Borough of Manhattan, The City of New York,
or in London] as the Trustee shall determine. Notice of every meeting of Holders of Debt Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in
the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.


 


(b)        In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding
Debt Securities of any series shall have requested the Trustee to call a meeting of the Holders of Debt Securities of such series
for any purpose specified in Section 1401, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Debt Securities of such series in the amount above specified, as the case may be, may determine the time and the
place in the [Borough of Manhattan, The City of New York, or in London] for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.


 






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Section 1403.      Persons
Entitled to Vote at Meetings.


 


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


 


Section 1404.      Quorum;
Action.


 


The Persons entitled
to vote a majority in principal amount of the Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of such series. 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 Debt Securities of such series, be dissolved. In the absence
of a quorum in any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairperson
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 of not less than 10 days as determined by the chairperson of the meeting prior to
the adjournment of such adjourned meeting. Notice of this reconvening of any adjourned meeting shall be given as provided in Section 1402(a),
except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to
be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Debt Securities of such series which shall constitute a quorum.


 





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


 






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


 


Section 1405.      Determination
of Voting Rights; Conduct and Adjournment 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 Holders of Debt Securities of such series in regard to proof of the holding of Debt Securities of such series and of the appointment
of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or,
in the case of Bearer Securities, by having the signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified
in Section 104 or other proof.


 


(b)        The
Trustee shall, by an instrument in writing, appoint a temporary chairperson of the meeting, unless the meeting shall have been
called by the Company or by Holders of Debt Securities as provided in Section 1402(b), in which case the Company or the Holders
of Debt Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairperson.
A permanent chairperson and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority
in principal amount of the Outstanding Debt Securities of such series represented at the meeting.


 


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


 


(d)        Any
meeting of Holders of Debt Securities of any series duly called pursuant to Section 1402 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of
such series represented at the meeting; and the meeting may be held as so adjourned without further notice.


 






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Section 1406.      Counting
Votes and Recording Action of Meetings.


 


The vote upon any resolution
submitted to any meeting of Holders of Debt Securities of any series shall be by written ballots on which shall be subscribed
the signatures of the Holders of Debt Securities of such series or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Debt Securities of such series held or represented by them. The permanent chairperson of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at
the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Debt Securities of any series
shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth
a copy of the notice of the meeting and showing that said notice was given as provided in Section 1402 and, if applicable,
Section 1401. Each copy shall be signed and verified by the affidavits of the permanent chairperson and secretary of the
meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


 


ARTICLE FIFTEEN


 


Defeasance


 


Section 1501.      Termination
of Company’s Obligations.


 


If this Section 1501
is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars
only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no
tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will
(together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal
of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities
of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on
the scheduled due dates therefor at the Stated Maturity thereof, the Company’s obligations under any covenant determined
pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for
which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of
such series under Section 501(5) or 501(6) or event that with notice or lapse of time or both would constitute such an Event
of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute
a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound,
and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and
this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities
and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due
from the money and Eligible Instruments (and the proceeds thereof) so deposited.


 






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It shall be a condition
to the deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to the provisions
of this Section with respect to the Debt Securities of any series under any covenant determined pursuant to Section 301 to
be subject to this Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that: (a) Holders
of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) will be subject to tax
in the same amount, manner and timing as if such deposit and termination had not occurred, (ii) an Officers’ Certificate
to the effect that under the laws in effect on the date such money and/or Eligible Instruments are deposited with the Trustee,
the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee,
to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining
thereto; and (iii) an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the defeasance contemplated in this Section have been complied with.


 


It shall be an additional
condition to the deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to
the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with
respect to the Debt Securities of any series then listed, that the Company deliver an Opinion of Counsel that the Debt Securities
of such series will not be delisted as a result of such deposit and termination.


 





After a deposit as provided
herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the Company’s obligations pursuant
to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to
Section 301 to be subject to this Section.


 


Section 1502.      Repayment
to Company.


 


The Trustee and any
Paying Agent shall promptly pay to the Company upon Company Request any money or Eligible Instruments not required for the payment
of the principal of (and premium, if any) and interest on the Debt Securities of any series and any related coupons for which
money or Eligible Instruments have been deposited pursuant to Section 1501 held by them at any time.


 


The Trustee and any
Paying Agent shall promptly pay to the Company upon Company Request any money held by them for the payment of principal (and premium,
if any) and interest that remains unclaimed for two years after the Maturity of the Debt Securities for which a deposit has been
made pursuant to Section 1501. After such payment to the Company, the Holders of the Debt Securities of such series and any
related coupons shall thereafter, as unsecured general creditors, look only to the Company for the payment thereof.


 


Section 1503.      Indemnity
for Eligible Instruments.


 


The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the deposited Eligible Instruments
or the principal or interest received on such Eligible Instruments.





 






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


 





	 	IMEDIA BRANDS, INC.
	 	 	 	 
	 	By	                
	 	 	Its	                                            
	 	 	 	 
	 	 	[_______________________]
	 	 	 	 
	 	By	 
	 	 	Its	 



 






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EXHIBIT A-1


 


[Form of Certificate of Beneficial Ownership
by a


Non-United States Person or by Certain
Other Persons]


 


Certificate


 


IMEDIA BRANDS, INC.


 


[Insert title or sufficient description
of


Debt Securities to be delivered]


 


Reference is hereby
made to the Indenture dated as of [_________________] (the “Indenture”) between iMedia Brands, Inc. and [______________]
(the “Trustee”), covering the above-captioned Debt Securities. This is to certify that as of the date hereof, _______________________
principal amount of Debt Securities credited to you for our account (i) is owned by persons that are not United States Persons,
as defined below; (ii) is owned by United States Persons that are (a) foreign branches of United States financial institutions
(as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”) purchasing for
their own account or for resale, or (b) United States Persons who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial institution encloses herewith a certificate in the
form of Exhibit A-2 to the Indenture); or (iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United
States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii))
certify that they have not acquired the Debt Securities for purposes of resale directly or indirectly to a United States Person
or to a person within the United States or its possessions.


 


[Insert if certificate
does not relate to an interest payment--We undertake to advise you by tested telex followed by written confirmation if the above
statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Debt Securities in bearer form
as to all of such Debt Securities with respect to such of said Debt Securities as then appear in your books as being held for
our account.] We understand that this certificate is required in connection with United States tax laws. We irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings with respect
to the matters covered by this certificate. “United States Person” shall mean a citizen or resident of the United
States of America (including the District of Columbia), a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof or an estate or trust that is subject to United States
Federal income taxation regardless of the source of its income.


 






     


     


    

 


[This certificate
excepts and does not relate to principal amount of Debt Securities credited to you for our account and to which we are not now
able to make the certification set forth above. We understand that definitive Debt Securities cannot be delivered and interest
cannot be paid until we are able to so certify with respect to such principal amount of Debt Securities.]*


 


	Dated:	                       	 	 	 
	 	 	 	 	 
	[To be dated on or after _______________ (the date determined as provided in the Indenture)]	 	 	 
	 	 	 	 	 
	 	 	 	[Name of Person Entitled to Receive Bearer Security]
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Authorized Signatory)
	 	 	 	 	 
	 	 	 	Name:	                   
	 	 	 	Title:	 



 





 



*Delete if inappropriate


 






    A-2
 


     


    

 


EXHIBIT A-2


 


[Form of Certificate of Status as a


Foreign Branch of a United States Financial
Institution]


 


Certificate


 


IMEDIA BRANDS, INC.


 


[Insert title or sufficient description
of


Debt Securities to be delivered]


 


Reference is hereby
made to the Indenture dated as of [________________] (the “Indenture”), between iMedia Brands, Inc. and [__________________],
relating to the offering of the above-captioned Debt Securities (the “Debt Securities”). Unless herein defined, terms
used herein have the same meaning as given to them in the Indenture.


 


The undersigned represents
that it is a branch located outside the United States of a United States securities clearing organization, bank or other financial
institution (as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(v)) that holds customers’ securities in
the ordinary course of its trade or business and agrees, and authorizes you to advise the issuer or the issuer’s agent,
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly to a United States Person or to a person within
the United States or its possessions. We undertake to advise you by tested telex followed by written confirmation if the statement
in the immediately preceding sentence is not correct on the date of delivery of the above-captioned Debt Securities in bearer
form.


 


We understand that
this certificate is required in connection with the United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal proceedings with respect to the matters covered by this
certificate.


 


	Dated:	                       	 	 	 
	[To be dated on or after _______________ (the date determined as provided in the Indenture)]	 	 	 
	 	 	 	 	 
	 	 	 	[Name of Person Entitled to Receive Bearer Security]
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Authorized Signatory)
	 	 	 	 	 
	 	 	 	Name:	                   
	 	 	 	Title:	 


 






     


     


    

 


EXHIBIT B


 


[Form of Certificate to be Given by Euroclear
and Clearstream


in Connection with the Exchange of All
or a Portion of a


Temporary Global Security or to Obtain


Interest Prior to Exchange]


 


Certificate


 


IMEDIA BRANDS, INC.


 


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


 


We refer to that portion,
, of the Global Security representing the above-captioned issue [which is herewith submitted to be exchanged for definitive Debt
Securities]* [for which we are seeking to obtain payment of interest]* (the “Submitted Portion”). This is to certify,
pursuant to the Indenture dated as of [_______________] (the “Indenture”) between iMedia Brands, Inc. and [__________________]
(the “Trustee”), that we have received in writing, by tested telex or by electronic transmission from member organizations
with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion
a Certificate of Beneficial Ownership by a Non-United States Person or by Certain Other Persons [and, in some cases, a Certificate
of Status as a Foreign Branch of a United States Financial Institution, authorizing us to inform the issuer or the issuer’s
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986
and the regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to the Indenture.


 


We hereby request
that you deliver to the office of _________________________ in ______________________ definitive Bearer Securities in the denominations
on the attached Schedule A.


 


We further certify
that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on
as of the date hereof.


 


	Dated:	                        	 	 
	 	 	 	 
	 		 	[                                                    
    , as
	 	 	 	Operator of the Euroclear System] [Clearstream]
	 	 	 	 	 
	 	 	 	By:	                                        
	 	 	 	 	 



 





 



*Delete if inappropriate.