Exhibit
4.5


 


SCHOLAR
ROCK HOLDING CORPORATION


 


TO


 


Trustee


 


Indenture


 


Dated
as of , 20


 


Subordinated
Debt Securities


 







    


     


    





 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	SECTION 101.	Definitions	1
	 	SECTION 102.	Compliance Certificates and Opinions	10
	 	SECTION 103.	Form of Documents Delivered to Trustee	11
	 	SECTION 104.	Acts of Holders	11
	 	SECTION 105.	Notices, etc., to Trustee and Company	12
	 	SECTION 106.	Notice to Holders; Waiver	13
	 	SECTION 107.	Counterparts; Effect of Headings and Table of Contents	14
	 	SECTION 108.	Successors and Assigns	14
	 	SECTION 109.	Severability Clause	14
	 	SECTION 110.	Benefits of Indenture	14
	 	SECTION 111.	Governing Law	14
	 	SECTION 112.	Legal Holidays	14
	 	SECTION 113.	Limited Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company	14
	 	SECTION 114.	Conflict with Trust Indenture Act	15
	ARTICLE TWO - SECURITIES FORMS	15
	 	SECTION 201.	Forms of Securities	15
	 	SECTION 202.	Form of Trustee’s Certificate of Authentication	15
	 	SECTION 203.	Securities Issuable in Global Form	16
	ARTICLE THREE - THE SECURITIES	16
	 	SECTION 301.	Amount Unlimited; Issuable in Series	16
	 	SECTION 302.	Denominations	20
	 	SECTION 303.	Execution, Authentication, Delivery and Dating	20
	 	SECTION 304.	Temporary Securities	22
	 	SECTION 305.	Registration, Registration of Transfer, Conversion and Exchange	24
	 	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	26
	 	SECTION 307.	Payment of Interest; Interest Rights Preserved	27
	 	SECTION 308.	Persons Deemed Owners	29
	 	SECTION 309.	Cancellation	30
	 	SECTION 310.	Computation of Interest	30
	 	SECTION 311.	CUSIP Numbers	30
	ARTICLE FOUR - SATISFACTION AND DISCHARGE	30
	 	SECTION 401.	Satisfaction and Discharge of Indenture	30
	 	SECTION 402.	Application of Trust Funds	31
	ARTICLE FIVE - REMEDIES	31
	 	SECTION 501.	Events of Default	31
	 	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	33
	 	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	34
	 	SECTION 504.	Trustee May File Proofs of Claim	34
	 	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	35
	 	SECTION 506.	Application of Money Collected	35
	 	SECTION 507.	Limitation on Suits	36
	 	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	36
	 	 	 	 	 










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TABLE OF CONTENTS


(continued)


 


	 	Page
	 	 	 	 
	 	SECTION 509.	Restoration of Rights and Remedies	36
	 	SECTION 510.	Rights and Remedies Cumulative	36
	 	SECTION 511.	Delay or Omission Not Waiver	37
	 	SECTION 512.	Control by Holders of Securities	37
	 	SECTION 513.	Waiver of Past Defaults	37
	 	SECTION 514.	Waiver of Usury, Stay or Extension Laws	37
	 	SECTION 515.	Undertaking for Costs	38
	ARTICLE SIX - THE TRUSTEE	38
	 	SECTION 601.	Notice of Defaults	38
	 	SECTION 602.	Certain Rights of Trustee	38
	 	SECTION 603.	Not Responsible for Recitals or Issuance of Securities	40
	 	SECTION 604.	May Hold Securities	40
	 	SECTION 605.	Money Held in Trust	40
	 	SECTION 606.	Compensation and Reimbursement	40
	 	SECTION 607.	Corporate Trustee Required; Eligibility; Conflicting Interests	41
	 	SECTION 608.	Resignation and Removal; Appointment of Successor	41
	 	SECTION 609.	Acceptance of Appointment by Successor	43
	 	SECTION 610.	Merger, Conversion, Consolidation or Succession to Business	43
	 	SECTION 611.	Appointment of Authenticating Agent	44
	 	SECTION 612.	Certain Duties and Responsibilities of the Trustee	45
	ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	46
	 	SECTION 701.	Disclosure of Names and Addresses of Holders	46
	 	SECTION 702.	Reports by Trustee	46
	 	SECTION 703.	Reports by Company	46
	 	SECTION 704.	Company to Furnish Trustee Names and Addresses of Holders	47
	ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	47
	 	SECTION 801.	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	47
	 	SECTION 802.	Rights and Duties of Successor Corporation	48
	 	SECTION 803.	Officers’ Certificate and Opinion of Counsel	48
	ARTICLE NINE - SUPPLEMENTAL INDENTURES	48
	 	SECTION 901.	Supplemental Indentures Without Consent of Holders	48
	 	SECTION 902.	Supplemental Indentures with Consent of Holders	50
	 	SECTION 903.	Execution of Supplemental Indentures	51
	 	SECTION 904.	Effect of Supplemental Indentures	51
	 	SECTION 905.	Conformity with Trust Indenture Act	51
	 	SECTION 906.	Reference in Securities to Supplemental Indentures	51
	ARTICLE TEN - COVENANTS	51
	 	SECTION 1001.	Payment of Principal, Premium or Make-Whole Amount, if any; and Interest	51
	 	SECTION 1002.	Maintenance of Office or Agency	51
	 	SECTION 1003.	Money for Securities Payments to Be Held in Trust	53
	 	SECTION 1004.	Existence	54
	 	SECTION 1005.	Maintenance of Properties	54
	 	SECTION 1006.	Insurance	54
	 	SECTION 1007.	Payment of Taxes and Other Claims	54
	 	SECTION 1008.	Statement as to Compliance	54


 







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TABLE OF CONTENTS


(continued)


 


	 	Page
	 	 	 	 
	 	SECTION 1009.	Waiver of Certain Covenants	55
	ARTICLE ELEVEN - REDEMPTION OF SECURITIES	55
	 	SECTION 1101.	Applicability of Article	55
	 	SECTION 1102.	Election to Redeem; Notice to Trustee	55
	 	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	55
	 	SECTION 1104.	Notice of Redemption	55
	 	SECTION 1105.	Deposit of Redemption Price	57
	 	SECTION 1106.	Securities Payable on Redemption Date	57
	 	SECTION 1107.	Securities Redeemed in Part	58
	ARTICLE TWELVE - SINKING FUNDS	58
	 	SECTION 1201.	Applicability of Article	58
	 	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	58
	 	SECTION 1203.	Redemption of Securities for Sinking Fund	58
	ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS	59
	 	SECTION 1301.	Applicability of Article	59
	 	SECTION 1302.	Repayment of Securities	59
	 	SECTION 1303.	Exercise of Option	59
	 	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable	60
	 	SECTION 1305.	Securities Repaid in Part	60
	ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE	61
	 	SECTION 1401.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	61
	 	SECTION 1402.	Defeasance and Discharge	61
	 	SECTION 1403.	Covenant Defeasance	61
	 	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance	62
	 	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	63
	ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES	64
	 	SECTION 1501.	Purposes for Which Meetings May Be Called	64
	 	SECTION 1502.	Call, Notice and Place of Meetings	64
	 	SECTION 1503.	Persons Entitled to Vote at Meetings	64
	 	SECTION 1504.	Quorum; Action	65
	 	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	65
	 	SECTION 1506.	Counting Votes and Recording Action of Meetings	66
	ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES	66
	 	SECTION 1601.	Agreement to Subordinate	66
	 	SECTION 1602.	Payment Over of Proceeds upon Dissolution, Etc.	67
	 	SECTION 1603.	No Payment When Senior Indebtedness in Default	68
	 	SECTION 1604.	Reliance by Senior Indebtedness on Subordination Provisions	69
	 	SECTION 1605.	Subrogation to Rights of Holders of Senior Indebtedness	69
	 	SECTION 1606.	Provisions Solely to Define Relative Rights	69
	 	SECTION 1607.	Trustee to Effectuate Subordination	69
	 	SECTION 1608.	No Waiver of Subordination Provisions	70
	 	SECTION 1609.	Notice to Trustee	70
	 	SECTION 1610.	Reliance on Judicial Order or Certificate of Liquidating Agent	71
	 	SECTION 1611.	Trustee Not Fiduciary for Holders of Senior Indebtedness	71


 







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(continued)


 


	 	Page
	 	 	 	 
	 	SECTION 1612.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	71
	 	SECTION 1613.	Article Applicable to Paying Agents	71
	ARTICLE SEVENTEEN - CONVERSION OF SECURITIES	71
	 	SECTION 1701.	Applicability of Article; Conversion Privilege and Conversion Price	71
	 	SECTION 1702.	Exercise of Conversion Privilege	72
	 	SECTION 1703.	Fractions of Shares	73
	 	SECTION 1704.	Adjustment of Conversion Price	73
	 	SECTION 1705.	Notice of Adjustments of Conversion Price	76
	 	SECTION 1706.	Notice of Certain Corporate Action	77
	 	SECTION 1707.	Company to Reserve Common Stock	77
	 	SECTION 1708.	Taxes on Conversion	77
	 	SECTION 1709.	Covenants as to Common Stock	77
	 	SECTION 1710.	Cancellation of Converted Securities	78
	 	SECTION 1711.	Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions	78
	 	SECTION 1712.	Trustee Adjustment Disclaimer; Company Determination Final	79
	 	SECTION 1713.	When No Adjustment Required	79
	 	SECTION 1714.	Equivalent Adjustments	79


 







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SCHOLAR ROCK HOLDING CORPORATION


 


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


 


	Trust Indenture Act Section	 	Indenture Section	 
	§ 310(a)(1)	 	607	 
	(a)(2)	 	607	 
	(b)	 	607, 608	 
	§ 312(c)	 	701	 
	§ 313(a)	 	702	 
	(c)	 	702	 
	§ 314(a)	 	703	 
	(a)(4)	 	1008	 
	(c)(1)	 	102	 
	(c)(2)	 	102	 
	(e)	 	102	 
	§ 315(b)	 	601	 
	§ 316(a) (last sentence)	 	101(“Outstanding”)	 
	(a)(1)(A)	 	502, 512	 
	(a)(1)(B)	 	513	 
	(b)	 	508	 
	§ 317(a)(1)	 	503	 
	(a)(2)	 	504	 
	§ 318(a)	 	111	 
	(c)	 	111	 


 


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


 


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


 







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INDENTURE,
dated as of       , 20  , between SCHOLAR ROCK HOLDING CORPORATION, a corporation organized
under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at 620
Memorial Drive, 2nd Floor, Cambridge, MA 02139, and        ,
as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at        .


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE


 


WITNESSETH:


 


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


 


ARTICLE ONE - DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


 


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


 


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


 


(2)                                 all
other terms used herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them
therein, and the terms “cash transactions” and “self-liquidating paper,” as used in TIA Section 311,
shall have the meanings assigned to them in the rules of the Commission adopted under the TIA;


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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“Closing Price” means
the closing price of a share of Common Stock of the Company as reported on The NASDAQ Global Select Market.


 


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


 


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


 


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


 


“Common Stock” means,
with respect to any Person, all shares of capital stock issued by such Person other than Preferred Stock.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Custodian” has the meaning
specified in Section 501.


 


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


 


“Defeasance” has the
meaning specified in Section 1402.


 


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


 






    3


     


    

 


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


 


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


 


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


 


“ECU” means the European
Currency Unit as defined and revised from time to time by the Council of the European Communities.


 


“Euroclear” means the
operator of the Euroclear System.


 


“European Communities”
means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community.


 


“European Monetary System”
means the European Monetary System established by the Resolution of December 5, 1978 of the Council of the European Communities.


 


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


 


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


 


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


 


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


 


“Foreign Currency” means
any currency, currency unit or composite currency, including, without limitation, the ECU issued by the government of one or more
countries other than the United States of America or by any recognized confederation or association of such governments.


 


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


 


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


 


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


 










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interest on or principal of any such Government Obligation held
by such custodian for the account of the holder of a depository receipt, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.


 


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


 


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


 


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


 


“Indenture” means this
instrument as originally executed or as it may be supplemented or amended from time to time by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time more
than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more
series of Securities for which such Person is Trustee, this instrument as originally executed or as it may be supplemented or amended
from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of the or those particular series of Securities for which such Person is Trustee established as contemplated
by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities
for which such Person is Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or
terms


 







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adopted by means of one or more indentures supplemental hereto
executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







    6


     


    





 


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


 


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


 


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


 


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


 


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


 


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


 







    7


     


    





 


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


 


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


 


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


 


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


 


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


 


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


 


“Proceeding” has the
meaning specified in Section 1602.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


“Rights” has the meaning
specified in Section 1704.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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“Trading Day” means any
day on which The NASDAQ Global Select Market is open for business.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1008)
shall include:


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


SECTION 104.              Acts
of Holders.


 


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


 


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


 







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constitute sufficient proof of his authority. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.


 


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


 


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


 


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


 


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


 


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


 


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


 







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or at any other address previously furnished in writing
to the Company by the Trustee, Attention: [ ]; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 113.              Limited
Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company. Notwithstanding any other provision of
this Indenture or of the Securities of any series to the contrary, no recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for the payment of any sums due on account of any indebtedness evidenced thereby,
including without limitation principal, premium or interest, if any, or for any claim based on this Indenture or any Security or
otherwise in respect of this Indenture or any Security, shall be had, whether by levy or execution or otherwise, against (i) the
Company, the Company’s assets or against any past, present or future stockholder, employee, officer, director or agent, as
such, of the Company or any


 







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


 


SECTION 114.              Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required
or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


ARTICLE TWO - SECURITIES FORMS


 


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


 


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


 


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


 


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


 


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


 


	 	                          ,
	 	as Trustee
	 	 	 
	Dated:	 	By:	 
	 	 	 	Authorized Signatory


 







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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE THREE - THE SECURITIES


 


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


 







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The Securities may be issued in one or more
series, each of which shall be authorized pursuant to Board Resolutions of the Company. There shall be established in one or more
Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303,
set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:


 


(1)                                 The
title of the Securities of the series, including “CUSIP” numbers (which shall distinguish the Securities of such series
from all other series of Securities);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


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


 


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


 


(18)                          Whether
Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series
may be exchanged for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such
permanent global Security may, or shall be required to, exchange such interests for Securities of


 







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such series and of like tenor of any authorized form
and denomination and the circumstances under which any such exchanges may, or shall be required to, occur, if other than in the
manner provided in the Indenture, and, if Registered Securities of the series are to be issuable as a Global Security, the identity
of the depository for such series;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


If all the Securities of any series are
not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms
of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which
interest shall accrue. In authenticating such Securities, and accepting the additional


 







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responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d))
shall be fully protected in relying upon, (i) an Opinion of Counsel stating that (a) the form or forms of such Securities
and any coupons have been established in conformity with the provisions of this Indenture; (b) the terms of such Securities
and any coupons have been established in conformity with the provisions of this Indenture; and (c) such Securities, together
with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting
the enforcement of creditors’ rights generally and to general equitable principles; and (ii) an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied
with and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of
the Securities shall have occurred and be continuing.


 


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


 


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


 


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


 


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


 







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SECTION 304.              Temporary
Securities.


 


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


 


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


 


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


 


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


 







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date and signed by Euroclear as to the portion of such temporary
Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed
by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form
set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 301;
and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary
Global Security only in compliance with the requirements of Section 303.


 


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


 


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


 


With respect to Exhibit B-1 or B-2 to
this Indenture, the Company may, in its discretion and if required or desirable under applicable law, substitute one or more other
forms of such exhibits for such exhibits, eliminate the requirement that any or all certificate be provided, or change the time
that any


 






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certificate may be required, provided that such
substitute form or forms or notice of elimination or change of such certification requirement have theretofore been delivered to
the Trustee with a Company Request and such form or forms, elimination or change is reasonably acceptable to the Trustee.


 


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


 


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


 


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


 


If (but only if) permitted by the applicable
Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities
of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company (or to the Trustee for the Security in case of matured
coupons in default) in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon
or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent
any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount
of such payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office
or agency in a permitted exchange for a


 










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Registered Security of the same series and like tenor after
the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


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


 







    25


     


    





 


agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Security
is payable in accordance with the provisions of this Indenture.


 


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


 


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


 


No service charge shall be made to the Holder
for any registration of transfer or conversion or exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or conversion
or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.


 


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


 


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


 


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


 







    26


     


    





 


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


 


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


 


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


 


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


 


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


 


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


 







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pursuant to Section 308, to the address of
such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the
United States.


 


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


 


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


 


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


 


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


 


(1)                                 The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which
shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with
the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
to be 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. The Trustee may, in its discretion, in the name
and at the expense of the


 







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Company, cause a similar notice to be published at
least once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security of any series is surrendered at
the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close
of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on
the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating
to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


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


 


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


 


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


 


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


 


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


 







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Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.


 


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


 


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


 


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


 


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


 


ARTICLE FOUR - SATISFACTION AND
DISCHARGE


 


SECTION 401.              Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series
of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or conversion or
exchange of Securities of such series herein expressly provided for), and the Trustee, upon receipt of a Company Order, and at
the expense of the Company, shall execute instruments in form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when (1) either (A) all Securities of such series theretofore
authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or


 







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has been waived as provided in Section 305,
(ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after
the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv) Securities
and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or (B) all Securities of such series and, in the case of (i) or (ii) below,
any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) have become due and payable,
or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of
the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or
(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of
such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore
delivered to the Trustee for cancellation, for principal (and premium or Make-Whole Amount, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;


 


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


 


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


 


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


 


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


 


ARTICLE FIVE - REMEDIES


 


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


 







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


 


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


 


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


 


(4)                                 default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to any Security of that
series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that
series), and continuance of such default or breach for a period of 60 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 Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


 


(5)                                 default
under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company, having an aggregate principal amount outstanding of at least $75,000,000,
whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have
been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 10% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring
the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that
such notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions
of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless
either (A) a Responsible Officer of the Trustee shall have knowledge of such default or (B) the Trustee shall have received
written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any
such mortgage, indenture or other instrument; or


 


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


 


(A)                               commences
a voluntary case,


 


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


 


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


 


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


 







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


 


(A)                               is
for relief against the Company in an involuntary case,


 


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


 


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


 


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


 


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


 


SECTION 502.              Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if Securities of that Series are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities
of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal or specified portion thereof shall become immediately due and payable.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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empowered, by intervention in such proceeding or otherwise:
(i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such
series, of principal (and premium or Make-Whole Amount, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such series and coupons
to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee
under Section 606.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 510.              Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities or coupons in the last paragraph of Section 306, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or


 







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employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 514.              Waiver
of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture;
and the


 







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Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


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


 


ARTICLE SIX - THE TRUSTEE


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 606.              Compensation
and Reimbursement. The Company agrees:


 


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


 







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


 


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


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(7) or Section 501(8),
the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.


 


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


 


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


 


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


 


SECTION 608.              Resignation
and Removal; Appointment of Successor.


 


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


 


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


 







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(c)                                  The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. If an instrument of acceptance
by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(d)                                 If
at any time:


 


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


 


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


 


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


 


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


 


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


 


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


 






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SECTION 609.              Acceptance
of Appointment by Successor.


 


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


 


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


 


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


 


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


 


SECTION 610.              Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case
any Securities or coupons shall have been authenticated, but not


 







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delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities or coupons
so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities or coupons. In case
any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate
and deliver such Securities or coupons, in either its own name or that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the Trustee.


 


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


 


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


 


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


 







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


 


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


 


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


 


	 	 	                                                                                                 ,
	 	 	as Trustee
	 	 	 	 	 
	Dated:	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 
	 	 	                                                                                                 ,
	 	 	as Trustee
	 	 	 	 	 
	Dated:	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 	 	 


 


SECTION 612.              Certain
Duties and Responsibilities of the Trustee.


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


(d)                                 Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 612.


 


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


 


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


 


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


 


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


 


SECTION 703.              Reports
by Company. The Company will:


 







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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 at
such other times as the Trustee may request in writing, within 30 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, so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.


 


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


 


SECTION 801.              Consolidations
and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate
with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation, provided
that in any such case, (1) either the Company shall be the continuing corporation, or the successor corporation shall be a
corporation organized and existing under the laws of the United States or a State thereof and such


 







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successor corporation shall expressly assume the due and punctual
payment of the principal of (and premium or Make-Whole Amount, if any) and any interest on all of the Securities, according to
their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, (2) immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the Company as a result thereof as having been incurred by the Company
at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing and (3) the Company shall have delivered to the Trustee the Officer’s
Certificate and Opinion of Counsel required pursuant to Section 803 below.


 


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


 


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


 


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


 


ARTICLE NINE - SUPPLEMENTAL INDENTURES


 


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


 


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


 







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


 


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


 


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


 


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


 


(6)                                 to
secure the Securities; or


 


(7)                                 to
establish the form or terms of Securities of any series and any related coupons as permitted or contemplated by Sections
201 and 301; or


 


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


 


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


 


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


 







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the interests of the Holders of Securities of such
series and any related coupons or any other series of Securities in any material respect; or


 


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


 


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


 


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


 


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


 


(3)                                 modify
any of the provisions of this Section, Section 513 or Section 1009, except to increase the
required percentage to effect such action or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that
this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section 902 and Section 1009, or the deletion of this proviso,
in accordance with the requirements of Sections 609(b) and 901(11).


 


It shall not be necessary for any Act of
Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.


 







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


 


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


 


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


 


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


 


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


 


ARTICLE TEN - COVENANTS


 


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


 


SECTION 1002.       Maintenance
of Office or Agency. If Securities of a series are issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered
for payment or conversion, where Securities of that series may be surrendered for registration of transfer or conversion or exchange
and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the


 










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


 


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


 


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


 







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appoints as its agent to receive all such presentations, surrenders,
notices and demands each of the Trustee, at its Corporate Trust Office.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION 1005.       Maintenance
of Properties. The Company will cause all of its material properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order, normal wear and tear, casualty and condemnation excepted, and supplied with
all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof
(and the Company may take out of service for a period of time, any of its properties that have been condemned or suffered any loss
due to casualty in order to make such repairs, betterments and improvements), all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however,
that the Company shall not be prevented from (i) removing permanently any property that has been condemned or suffered a loss
due to casualty based on the Company’s reasonable judgment that such removal is in the best interest of the Company, or (ii) selling
or otherwise disposing of its properties for value in the ordinary course of business.


 


SECTION 1006.       Insurance.
The Company will cause its insurable properties to be insured against loss or damage in an amount deemed reasonable by the Board
of Directors with insurers of recognized responsibility.


 


SECTION 1007.       Payment
of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon it or upon the income, profits or property
of the Company, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company; provided, however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.


 


SECTION 1008.       Statement
as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this Indenture and, in the event of any


 







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noncompliance, specifying such noncompliance and the nature
and status thereof. For purposes of this Section 1008, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 


SECTION 1009.       Waiver
of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth
in Sections 1004 to 1008, inclusive, if before or after the time for such compliance the Holders of
at least a majority in principal amount of all outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or
affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 


ARTICLE ELEVEN - REDEMPTION OF SECURITIES


 


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


 


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


 


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


 


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


 


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


 


SECTION 1104.       Notice
of Redemption. Notice of redemption shall be given in the manner provided in Section 106, not less than 30
days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such series established
pursuant to Section 301, to each Holder of Securities to be redeemed, but failure to give such notice in the manner
herein provided


 







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to the Holder of any Security designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption
of any other such Security or portion thereof.


 


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


 


All notices of redemption shall state:


 


(1)                                 the
Redemption Date,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(11)                          if
applicable, that a Holder of Securities who desires to convert Securities for redemption must satisfy the requirements for conversion
contained in such Securities, the then


 







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existing conversion price or rate, the place or places
where such Securities may be surrendered for conversion, and the date and time when the option to convert shall expire.


 


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


 


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


 


If any Securities called for redemption
are converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such
trust.


 


SECTION 1106.       Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining
to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security
for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption
Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only
upon presentation and surrender of coupons for such interest; and provided further that except as otherwise provided
with respect to Securities convertible into the Company’s Common Stock or Preferred Stock, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.


 


If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon
or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that interest


 







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represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of those coupons.


 


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


 


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


 


ARTICLE TWELVE - SINKING FUNDS


 


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


 


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


 


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


 


SECTION 1203.       Redemption
of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for Securities of any series,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that


 







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


 


ARTICLE THIRTEEN - REPAYMENT AT
THE OPTION OF HOLDERS


 


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


 


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


 


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


 







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and form duly completed are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal
amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing
for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal
amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security
to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option
of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.


 


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


 


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


 


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


 


SECTION 1305.       Securities
Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and
the Trustee shall authenticate and


 







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deliver to the Holder of such Security, without service charge
and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination specified
by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.


 


ARTICLE FOURTEEN - DEFEASANCE AND
COVENANT DEFEASANCE


 


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


 


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


 


SECTION 1403.       Covenant
Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities
of or within a series, the Company shall be released from its obligations under Sections 1004 to 1009,
inclusive, and, if specified pursuant to Section 301, its obligations under any other covenant contained herein
or in any indenture supplemental hereto, with respect to such Outstanding Securities and any coupons appertaining thereto on and
after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “Covenant Defeasance”),
and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection
with Sections 1004 to 1009, inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to such Outstanding Securities
and any coupons appertaining thereto,


 







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the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference
in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(4) or 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.


 


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


 


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


 


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


 


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


 


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


 







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result of such Defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred.


 


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


 


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


 


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


 


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


 


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


 


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


 







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exchange rate for such currency or currency unit in effect on
the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency or currency unit
in effect (as nearly as feasible) at the time of the Conversion Event.


 


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


 


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


 


ARTICLE FIFTEEN - MEETINGS OF HOLDERS
OF SECURITIES


 


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


 


SECTION 1502.       Call,
Notice and Place of Meetings.


 


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


 


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


 


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




 






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


 


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


 


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


 


Notwithstanding the foregoing provisions
of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect
to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected
thereby, or of the Holders of such series and one or more additional series: (i) there shall be no minimum quorum requirement
for such meeting; and (ii) the principal amount of the Outstanding Securities of such series that vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such
request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.


 


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


 


(a)                                 Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the


 










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meeting as it shall deem appropriate. Except as otherwise permitted
or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature
of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.


 


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


 


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


 


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


 


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


 


ARTICLE SIXTEEN - SUBORDINATION
OF SECURITIES


 


SECTION 1601.       Agreement
to Subordinate. Notwithstanding anything in this Indenture to the contrary (other than Article Four of
this Indenture), the Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants
and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities
and the


 







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payment of any Obligations with respect to each and all of the
Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.


 


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


 


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


 


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


 


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


 


The consolidation of the Company with, or
the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer
of all or substantially


 







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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 







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behalf of the Holders and to demand, sue for, collect, receive
and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders
of Senior Indebtedness as provided in this Article Sixteen and to take all such other action in the name
of the Holders or otherwise, as such holder of Senior Indebtedness or representative thereof may determine to be necessary or appropriate
for the enforcement of the provisions of this Article Sixteen.


 


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


 


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


 


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


 










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


 


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


 


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


 


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


 


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


 


ARTICLE SEVENTEEN - CONVERSION OF
SECURITIES


 


SECTION 1701.       Applicability
of Article; Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible
in accordance with their terms and


 







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


 


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


 


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


 


SECTION 1702.       Exercise
of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender
such Security, duly endorsed or assigned to the Company or in blank, at any office or agency maintained by the Company pursuant
to Section 1002, accompanied by written notice to the Company at such office or agency that the Holder elects
to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted
and shall comply with any additional requirements set forth in such Security. Securities surrendered for conversion during the
period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall (except for Securities the Maturity of which is prior to such Interest Payment Date) be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal
amount of Securities being surrendered for conversion and such interest shall be paid on such Interest Payment Date as provided
in Section 307.


 







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Except as provided in the preceding sentence, no payment or
adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or
on account of any dividends on the Common Stock issued upon conversion.


 


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


 


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


 


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


 


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


 


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


 


(1)                                 If
the Company pays or makes a dividend or other distribution (a) on its Common Stock exclusively in Common Stock or (b) on
any other class of Capital Stock of the Company, which dividend or distribution includes Common Stock of the Company, the Conversion
Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution (the “Dividend Record Date”) shall be reduced by multiplying such
Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding
at the close of business on the Dividend Record Date and the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution. Such reduction shall become effective immediately after the
opening of business on the day following the date fixed for such determination. For the purposes of this


 







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paragraph
(1), the number of shares of Common Stock of the Company at any time outstanding shall not include shares held in the
treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares
of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury
of the Company.


 


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


 


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


 


(4)                                 Subject
to the last sentence of this paragraph (4) of this Section, if the Company, by dividend or otherwise, (a) distributes
to all holders of its Common Stock evidences of its indebtedness, shares of any class of Capital Stock of the Company or other
assets (other than cash dividends out of current or retained earnings), or (b) distributes to substantially all holders of
Common Stock rights or warrants to subscribe for securities (other than Short Term Rights to which paragraph (2) of
this Section 1704 applies), the Conversion Price shall be reduced by multiplying such Conversion Price by
a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (7) of
this Section 1704) of


 






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the Common Stock of the Company on the Reference Date
(as defined below) less the fair market value (as determined in good faith by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution filed with the Trustee), on the Reference Date, of the portion of the evidences
of indebtedness and other assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock
(collectively, the “Market Value of the Distribution”) and the denominator shall be such current market price
per share of the Common Stock of the Company. Such reduction shall become effective immediately prior to the opening of business
on the day (the “Reference Date”) following the later of (a) the date fixed for the payment of such distribution
and (b) the date 20 days after notice relating to such distribution is required to be given pursuant to Section 1706(a).
If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by
reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider
the prices in such market over the same period used in computing the current market price per share pursuant to paragraph
(7) of this Section 1704. In the event that, with respect to any distribution to which this paragraph (4) of Section 1704 would
otherwise apply, the Market Value of the Distribution is greater than the current market price per share of the Common Stock (such
distribution being referred to herein as an “Unadjusted Distribution”), then the adjustment provided by this paragraph
(4) shall not be made and in lieu thereof the provisions of Section 1711 shall apply with respect
to such Unadjusted Distribution.


 


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


 


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


 


(7)                                 For
the purpose of any computation under paragraph (2), (4) or (5) of this Section 1704,
the “current market price” per share of Common Stock of the Company on any date shall be deemed to be the average of
the daily Closing Prices for the 15 consecutive Trading Days


 







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selected by the Company commencing not more than 30
Trading Days before, and ending not later than, the date in question.


 


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


 


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


 


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


 


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


 


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


 


(1)                                 the
Company shall compute the adjusted Conversion Price in accordance with Section 1704 or Section 1711 and
shall prepare an Officer’s Certificate setting forth the adjusted Conversion Price and showing in reasonable detail the facts
upon which such adjustment


 







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is based, and such certificate shall forthwith be
filed (with a copy to the Trustee) at each office or agency maintained for the purpose of conversion of any Securities pursuant
to Section 1002; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 


Such supplemental indenture shall provide
for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Article Seventeen. If, in the case of any such consolidation,
merger, sale transfer or lease the stock or other securities and property (including cash) receivable thereupon by a holder of
Common Stock includes shares of stock or other securities and property of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, sale, transfer or lease then such supplemental indenture shall
also be executed by such other corporation and


 







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shall contain such additional provisions to protect the interests
of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the
foregoing. The above provisions of this Section 1711 shall similarly apply to successive consolidations,
mergers, sales, transfers or leases.


 


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


 


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


 


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


 


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


 


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


 


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


 







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SIGNATURES


 


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


 


	 	SCHOLAR ROCK HOLDING CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	                                                                                                          ,
	 	as Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







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EXHIBIT A


 


FORM OF REDEEMABLE OR NON-REDEEMABLE
SUBORDINATED SECURITY


 


[Face of Security]


 


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


 


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


 


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


 


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


 


SCHOLAR ROCK HOLDING CORPORATION


 


[Designation of Series]


 


	No.	 	$
	CUSIP No.	 	 


 


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


 


[If the Security is to bear interest
prior to Maturity, insert — and to pay interest thereon from or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on and in each year (each, an “Interest Payment Date”),
commencing , at the rate of % per annum, until the principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the or (whether or not a Business


 







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Day), as the case may be, next preceding such Interest Payment
Date [at the office or agency of the Company maintained for such purpose; provided, however, that such
interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address or by transfer
of funds to an account maintained by such Holder within the United States]. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any over-the-counter market or securities exchange on which the Securities of this series may be quoted or
listed, and upon such notice as may be required by such market or exchange, all as more fully provided in the Indenture. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.]


 


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


 


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


 


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


 


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


 










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


 


Unless the Certificate of Authentication
hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.


 






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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.


 


	 	Dated:	 
	 	 	 
	 	SCHOLAR ROCK HOLDING CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 	 
	Attest:	 	 	 
	 	 
	Secretary	 
	 	 	 	 	 	 










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[Reverse of Security]


 


SCHOLAR ROCK HOLDING CORPORATION


 


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


 


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


 


If an Event of Default, as defined in the
Indenture, shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.


 


[If applicable, insert —
The Securities may not be redeemed prior to the Stated Maturity Date.]


 


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


 


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


 


	Year	 	Redemption
Price	 	Year	 	Redemption
Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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


 


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


 







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of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated,


 


 


	Year	 	Redemption Price for
Redemption
Through Operation
of the Sinking Fund	 	Redemption Price for
Redemption
Otherwise Than
Through Operation
of the Sinking Fund
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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upon the registration of transfer hereof or conversion or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


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


 


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


 


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


 


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


 


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


 


No service charge shall be made for any
such registration of transfer or conversion or exchange, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith,


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


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


 


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


 







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EXHIBIT B


 


FORMS OF CERTIFICATION


 







    88


     


    





 


EXHIBIT B-1


 


FORM OF CERTIFICATE TO BE GIVEN
BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


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


 


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


 


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


 


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


 


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


 


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


 


	Dated:	 	 	 


 







    89


     


    





 


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


 







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	 	[Name of Person Making Certification]
	 	 
	 	 
	 	(Authorized Signature)
	 	Name:
	 	Title:


 







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EXHIBIT B-2


 


FORM OF CERTIFICATE TO BE GIVEN
BY EUROCLEAR AND CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


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


 


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


 


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


 


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


 


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


 


	Dated:	 	 	 


 







    92


     


    





 


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


 


	 	[          , as Operator of the Euroclear System] [Clearstream Banking Luxembourg]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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