Exhibit 4.4


 


AXCELLA
HEALTH INC.


 


Issuer


 


AND


 


[TRUSTEE],


 


Trustee


 


 


INDENTURE


 


Dated
as of [●]


 


 


Subordinated Debt Securities


 






     


     


    

 


TABLE OF CONTENTS1


 


	ARTICLE 1 DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions of Terms	1
	 	 
	ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	 	 	 
	Section 2.01	Designation and Terms of Securities	4
	Section 2.02	Form of Securities and Trustee’s Certificate	6
	Section 2.03	Denominations: Provisions for Payment	6
	Section 2.04	Execution and Authentications	7
	Section 2.05	Registration of Transfer and Exchange	8
	Section 2.06	Temporary Securities	9
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	9
	Section 2.08	Cancellation	10
	Section 2.09	Benefits of Indenture	10
	Section 2.10	Authenticating Agent	10
	Section 2.11	Global Securities	10
	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	11
	 	 	 
	Section 3.01	Redemption	11
	Section 3.02	Notice of Redemption	11
	Section 3.03	Payment Upon Redemption	12
	Section 3.04	Sinking Fund	12
	Section 3.05	Satisfaction of Sinking Fund Payments with Securities	13
	Section 3.06	Redemption of Securities for Sinking Fund	13
	 	 
	ARTICLE 4 COVENANTS	13
	 	 	 
	Section 4.01	Payment of Principal, Premium and Interest	13
	Section 4.02	Maintenance of Office or Agency	13
	Section 4.03	Paying Agents	14
	Section 4.04	Appointment to Fill Vacancy in Office of Trustee	14
	Section 4.05	Compliance with Consolidation Provisions	15
	 	 
	ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	15
	 	 	 
	Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	15
	Section 5.02	Preservation Of Information; Communications With Securityholders	15
	Section 5.03	Reports by the Company	15
	Section 5.04	Reports by the Trustee	16



 





 



1
This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation
of any of its terms or provisions.


 






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	ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	16
	 	 	 
	Section 6.01	Events of Default	16
	Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	17
	Section 6.03	Application of Moneys Collected	18
	Section 6.04	Limitation on Suits	18
	Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	19
	Section 6.06	Control by Securityholders	19
	Section 6.07	Undertaking to Pay Costs	20
	 	 
	ARTICLE 7 CONCERNING THE TRUSTEE	20
	 	 	 
	Section 7.01	Certain Duties and Responsibilities of Trustee	20
	Section 7.02	Certain Rights of Trustee	21
	Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	22
	Section 7.04	May Hold Securities	22
	Section 7.05	Moneys Held in Trust	22
	Section 7.06	Compensation and Reimbursement	22
	Section 7.07	Reliance on Officer’s Certificate or Opinion of Counsel	23
	Section 7.08	Disqualification; Conflicting Interests	23
	Section 7.09	Corporate Trustee Required; Eligibility	23
	Section 7.10	Resignation and Removal; Appointment of Successor	24
	Section 7.11	Acceptance of Appointment By Successor	25
	Section 7.12	Merger, Conversion, Consolidation or Succession to Business	25
	Section 7.13	Preferential Collection of Claims Against the Company	26
	Section 7.14	Notice of Default	26
	 	 
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	26
	 	 	 
	Section 8.01	Evidence of Action by Securityholders	26
	Section 8.02	Proof of Execution by Securityholders	26
	Section 8.03	Who May be Deemed Owners	27
	Section 8.04	Certain Securities Owned by Company Disregarded	27
	Section 8.05	Actions Binding on Future Securityholders	27
	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES	27
	 	 	 
	Section 9.01	Supplemental Indentures Without the Consent of Securityholders	27
	Section 9.02	Supplemental Indentures With Consent of Securityholders	28
	Section 9.03	Effect of Supplemental Indentures	29
	Section 9.04	Securities Affected by Supplemental Indentures	29
	Section 9.05	Execution of Supplemental Indentures	29
	 	 
	ARTICLE 10 SUCCESSOR ENTITY	30
	 	 	 
	Section 10.01	Company May Consolidate, Etc	30
	Section 10.02	Successor Entity Substituted	30
	 	 
	ARTICLE 11 SATISFACTION AND DISCHARGE	31
	 	 	 
	Section 11.01	Satisfaction and Discharge of Indenture	31
	Section 11.02	Discharge of Obligations	31
	Section 11.03	Deposited Moneys to be Held in Trust	31
	Section 11.04	Payment of Moneys Held by Paying Agents	31
	Section 11.05	Repayment to Company	31



 






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	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	32
	 	 	 
	Section 12.01	No Recourse	32
	 	 
	ARTICLE 13 MISCELLANEOUS PROVISIONS	32
	 	 	 
	Section 13.01	Effect on Successors and Assigns	32
	Section 13.02	Actions by Successor	32
	Section 13.03	Surrender of Company Powers	32
	Section 13.04	Notices	32
	Section 13.05	Governing Law; Jury Trial Waiver	33
	Section 13.06	Treatment of Securities as Debt	33
	Section 13.07	Certificates and Opinions as to Conditions Precedent	33
	Section 13.08	Payments on Business Days	33
	Section 13.09	Conflict with Trust Indenture Act	33
	Section 13.10	Counterparts	33
	Section 13.11	Separability	34
	Section 13.12	Compliance Certificates	34
	Section 13.13	USA PATRIOT ACT	34
	Section 13.14	Calculations	34
	 	 
	TRUST INDENTURE ACT CROSS-REFERENCE TABLE	A-1


 






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INDENTURE


 


INDENTURE,
dated as of [●], among AXCELLA HEALTH INC., a Delaware corporation
(the “Company”), and [TRUSTEE] as trustee (the “Trustee”):


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited
aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities
without coupons, to be authenticated by the certificate of the Trustee;


 


WHEREAS,
to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture; and


 


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


 


NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable benefit of the holders of Securities:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01    Definitions of Terms.


 


The terms defined in this Section (except as in this Indenture
or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall
include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act
of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or
any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this
instrument.


 


“Authenticating Agent” means an authenticating
agent with respect to all or any of the series of Securities appointed by the Trustee pursuant to Section 2.10.


 


“Bankruptcy Law” means Title 11, U.S. Code,
or any similar federal or state law for the relief of debtors.


 


“Board of Directors” means the Board of Directors
(or the functional equivalent thereof) of the Company or any duly authorized committee of such Board.


 


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to
be in full force and effect on the date of such certification and delivered to the Trustee.


 


“Business Day” means, with respect to any
series of Securities, any day other than a day on which federal or state banking institutions in the Borough of Manhattan, the
City of New York, or at a place of payment, are authorized or obligated by law, executive order or regulation to close.


 


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


 






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“Company” means Axcella Health Inc., a corporation
duly organized and existing under the laws of the State of Delaware, and, subject to the provisions of Article 10,
shall also include its successors and assigns.


 


“Company Order” means a written order of
the Company, signed by an Officer of the Company, and delivered to the Trustee.


 


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


 


“Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


“Defaulted Interest” has the meaning set
forth in Section 2.03.


 


“Depositary” means, with respect to Securities
of any series for which the Company shall determine that such Securities will be issued as a Global Security, The Depository Trust
Company, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable
statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11.


 


“Event of Default” means, with respect to
Securities of a particular series, any event specified in Section 6.01, continued for the period of time, if any, therein
designated.


 


“Exchange Act” means the United States Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.


 


“Global Security” means a Security issued
to evidence all or a part of any series of Securities which is executed by the Company and authenticated and delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered
in the name of the Depositary or its nominee.


 


“Governmental Obligations” means securities
that are (a) direct obligations of the United States of America 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, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America
that, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the stated maturity
of the applicable series of Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian
with respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal
of or interest on the Governmental Obligation evidenced by such depositary receipt.


 


“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.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into in
accordance with the terms hereof and shall include the terms of particular series of Securities established as contemplated by
Section 2.01.


 


“Interest Payment Date”, when used with respect
to any installment of interest on a Security of a particular series, means the date specified in such Security or in a Board Resolution
or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with respect
to Securities of that series is due and payable.


 






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“Officer” means, with respect to the Company,
the Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer,
any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer or any Assistant Treasurer, the Controller
or any Assistant Controller or the Secretary or any Assistant Secretary.


 


“Officer’s Certificate” means a certificate
signed by any Officer. Each such certificate shall include the statements provided for in Section 13.07, if and to
the extent required by the provisions thereof.


 


“Opinion of Counsel” means an opinion in
writing subject to customary exceptions of legal counsel, who may be an employee of or counsel for the Company, that is delivered
to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07,
if and to the extent required by the provisions thereof.


 


“Outstanding”, when used with reference to
Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, all Securities
of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore
canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations
in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided,
however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as provided in Article 3, or provision satisfactory to the Trustee shall have
been made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07.


 


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


 


“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 2.07 in lieu of a
lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer” when used with respect
to the Trustee means any officer within the corporate trust department of the Trustee, including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular
subject and, in each case, who shall have direct responsibility for the administration of this Indenture (which, for the avoidance
of doubt, includes without limitation any supplemental indenture hereto).


 


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


 


“Securityholder”, “holder”,
 “registered holder”, or other similar term, means the Person or Persons in whose name or names a particular
Security is registered on the Security Register kept for that purpose in accordance with the terms of this Indenture.


 


“Security Register” and “Security
Registrar” shall have the meanings as set forth in Section 2.05.


 


“Subsidiary” means, with respect to any Person:


 


(1)    any corporation or company a majority
of whose capital stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly
or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person
and one or more subsidiaries of such Person;


 






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(2)    a partnership in which such Person
or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or


 


(3)    any partnership, limited liability
company or other Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person,
directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power
to elect or appoint or direct the election or appointment of the managing partner or member of such Person or, if applicable, a
majority of the directors or other governing body of such Person.


 


“Trustee” means                     ,
and, subject to the provisions of Article 7, shall also include its successors and assigns, and, if at any time there
is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee”
as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended and in effect from time to time.


 


“U.S. dollar” or “$” means
the lawful currency of the United States of America.


 


ARTICLE 2


ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND


EXCHANGE OF SECURITIES


 


Section 2.01    Designation and
Terms of Securities.


 


(a)     The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more
series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board
Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series,
there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate or established
in one or more indentures supplemental hereto:


 


(1)    the title of the Securities of the
series (which shall distinguish the Securities of that series from all other Securities);


 


(2)    any limit upon the aggregate principal
amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series);


 


(3)    the date or dates on which the principal
of the Securities of the series is payable;


 


(4)    if the price (expressed as a percentage
of the aggregate principal amount thereof) at which such Securities will be issued is a price 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 another security or the method by which any such
portion shall be determined;


 


(5)    the rate or rates at which the Securities
of the series shall bear interest or the manner of calculation of such rate or rates, if any;


 


(6)    the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner of determination of such
Interest Payment Dates, the place(s) of payment, and the record date for the determination of holders to whom interest is
payable on any such Interest Payment Dates or the manner of determination of such record dates;


 


(7)    the right, if any, to extend the
interest payment periods and the duration of such extension;


 


(8)    the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, converted or exchanged,
in whole or in part;


 






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(9)    the obligation, if any, of the Company
to redeem or purchase Securities of the series pursuant to any sinking fund, mandatory redemption, or analogous provisions (including
payments made in cash in satisfaction of future sinking fund obligations) or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(10)    the form of the Securities of the
series including the form of the Certificate of Authentication for such series;


 


(11)    if other than minimum denominations
of one thousand U.S. dollars ($1,000) or any integral multiple of $1,000 thereof, the denominations in which the Securities of
the series shall be issuable;


 


(12)    any and all other terms (including
terms, to the extent applicable, relating to any auction or remarketing of the Securities of that series and any security for the
obligations of the Company with respect to such Securities) with respect to such series (which terms shall not be inconsistent
with the terms of this Indenture, as amended by any supplemental indenture) including any terms which may be required by or advisable
under United States laws or regulations or advisable in connection with the marketing of Securities of that series;


 


(13)    whether the Securities of the series
shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for
such Global Security or Securities;


 


(14)    whether the Securities will be convertible
into or exchangeable for shares of common stock, preferred stock or other securities of the Company or any other Person and, if
so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the conversion or exchange
price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at the Company’s option
or the holders’ option) conversion or exchange features, and the applicable conversion or exchange period;


 


(15)    if other than the full principal
amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01;


 


(16)    any additional or alternative Events
of Default;


 


(17)    additional or alternative covenants
(which may include, among other restrictions, restrictions on the Company’s ability or the ability of the Company’s
Subsidiaries to: incur additional indebtedness; issue additional securities; create liens; pay dividends or make distributions
in respect of the capital stock of the Company or the Company’s Subsidiaries; redeem capital stock; place restrictions on
the Company’s Subsidiaries’ ability to pay dividends, make distributions or transfer assets; make investments or other
restricted payments; sell or otherwise dispose of assets; enter into sale-leaseback transactions; engage in transactions with stockholders
or affiliates; issue or sell stock of the Company’s Subsidiaries; or effect a consolidation or merger) or financial covenants
(which may include, among other financial covenants, financial covenants that require the Company and its Subsidiaries to maintain
specified interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios) provided for with respect to
the Securities of the series;


 


(18)    the currency or currencies, including
composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall
be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency
of the United States of America as at the time of payment is legal tender for payment of public or private debts;


 


(19)    if the principal of (and premium,
if any) or interest, if any, on such Securities is to be payable, at the election of the Company or any holder thereof, in a coin
or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the
terms and conditions upon which, such election may be made;


 


(20)    whether interest will be payable
in cash or additional Securities at the Company’s or the Securityholders’ option and the terms and conditions upon
which the election may be made;


 


(21)    the terms and conditions, if any,
upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities
of the series to any Securityholder that is not a “United States person” for federal tax purposes;


 


(22)    additional or alternative provisions,
if any, related to defeasance and discharge of the offered Securities;


 


(23)    the applicability of any guarantees;


 






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(24)    any restrictions on transfer, sale
or assignment of the Securities of the series; and


 


(25)    any other terms of the series.


 


All Securities of any one series shall be substantially identical
except as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto.


 


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


 


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


 


Section 2.02    Form of Securities
and Trustee’s Certificate.


 


The Securities of any series and the Trustee’s certificate
of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto or as provided in a Board Resolution, and set forth in an Officer’s Certificate, and they may have such
letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities
exchange on which Securities of that series may be listed, or to conform to usage.


 


Section 2.03    Denominations: Provisions
for Payment.


 


The Securities shall be issuable as registered Securities and
in the minimum denominations of one thousand U.S. dollars ($1,000) or any integral multiple of $1,000 thereof, subject to Section 2.01(a)(11).
The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
Subject to Section 2.01(a)(18), the principal of and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America
that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose.
Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day
year composed of twelve 30-day months.


 


The interest installment on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record
date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption
and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest
Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03.


 






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Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such
holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:


 


(1)    The Company may elect to make payment
of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities)
are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed
in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall
fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor 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 Company shall promptly notify the Trustee in writing of such special record date and in such notice, instruct the Trustee
to send such notice to holders, 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 sent electronically or mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register (as hereinafter defined), not less than 10 days prior
to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having
been sent as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered on such special record date.


 


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


 


Unless otherwise set forth in a Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof,
the term “regular record date” as used in this Section with respect to a series of Securities and any Interest
Payment Date for such series shall mean either (i) the fifteenth day of the month immediately preceding the month in which
an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or (ii) the first day of the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of
a month, whether or not such date is a Business Day.


 


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


 


Section 2.04    Execution and Authentications.


 


The Securities shall be signed on behalf of the Company by one
of its Officers. Signatures may be in the form of a manual or facsimile signature.


 


The Company may use the facsimile signature of any Person who
shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed
of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements
required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee.


 


A Security shall not be valid until authenticated manually by
an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities, signed by an Officer, and the Trustee in accordance with such Company Order shall authenticate and deliver
such Securities.


 






    	 	 7	 



     


    

 


In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 7.01)
shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the
form and terms thereof have been established in conformity with the provisions of this Indenture, that all conditions precedent
in connection with the issuance, authentication and delivery of such Securities have been met and that such Securities are legal,
valid and binding obligations against the Company, enforceable against it in accordance with its terms, subject to customary exceptions
and qualifications.


 


The Trustee shall not be required to authenticate such Securities
if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.


 


Section 2.05    Registration of
Transfer and Exchange.


 


(a)    Securities of any series may be exchanged
upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security
or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.


 


(b)    The Company shall keep, or cause
to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities
and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection
by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by Board Resolution (the “Security Registrar”).


 


Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount.


 


All Securities presented or surrendered for exchange or registration
of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered
holder or by such holder’s duly authorized attorney in writing.


 


(c)    Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and
Section 9.04 not involving any transfer.


 


(d)    The Company shall not be required
(i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and
ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities
of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed
in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.


 


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


 






    	 	 8	 



     


    

 


Neither the Trustee nor any Agent shall have any responsibility
or liability for any actions taken or not taken by the Depositary.


 


Section 2.06    Temporary Securities.


 


Pending the preparation of definitive Securities of any series,
the Company may execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the
form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish
definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders), at the office or agency of the Company designated for the purpose, and the Trustee shall,
upon receipt of a Company Order, authenticate and such office or agency shall deliver in exchange for such temporary Securities
an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further notice from the Company. Until so exchanged, the temporary
Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated
and delivered hereunder.


 


Section 2.07    Mutilated, Destroyed,
Lost or Stolen Securities.


 


In case any temporary or definitive Security shall become mutilated
or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon receipt of a Company
Order the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted
Security and deliver the same upon receipt of a Company Order. Upon the issuance of any substituted Security, 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.


 


In case any Security that has or is about to become due and
payable, whether upon maturity of the Securities of a series or upon declaration or otherwise shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.


 


Every replacement Security issued pursuant to the provisions
of this Section shall constitute an additional contractual obligation of the Company whether or not the mutilated, destroyed,
lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities
shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.


 






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Section 2.08    Cancellation.


 


All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except
as expressly required or permitted by any of the provisions of this Indenture. On written request of the Company at the time of
such surrender, the Trustee shall deliver to the Company evidence of cancellation for such canceled Securities held by the Trustee.
The Trustee shall cancel and dispose of canceled Securities in accordance with its standard procedures and deliver a certificate
of disposition to the Company. If the Company shall otherwise 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 delivered
to the Trustee for cancellation.


 


Section 2.09    Benefits of Indenture.


 


Nothing in this Indenture or in the Securities, express or implied,
shall give or be construed to give to any Person, other than the parties hereto and the holders of the Securities (and, with
respect to the provisions of Article 14, the holders of any indebtedness of the Company to which the Securities of
any series are subordinated) any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of
the parties hereto and of the holders of the Securities (and, with respect to the provisions of Article 14, the holders
of any indebtedness of the Company to which the Securities of any series are subordinated).


 


Section 2.10    Authenticating Agent.


 


So long as any of the Securities of any series remain Outstanding
there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall have the right to appoint.
Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, transfer or partial redemption 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. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent
for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital
and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized
or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such
business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent
shall cease to be eligible in accordance with these provisions, it shall resign immediately.


 


Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate
the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company.
Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.


 


Section 2.11    Global Securities.


 


(a)    If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company
shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered
by the Trustee to the Depositary or held by it, pursuant to the Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security
may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary.”


 






    	 	 10	 



     


    

 


(b)    Notwithstanding the provisions of
Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor Depositary.


 


(c)    If at any time the Depositary for
a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if
at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is continuing
and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee
will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by
a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series.
In such event the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officer’s
Certificate and a Company Order evidencing such determination by the Company, will authenticate and deliver the Securities of such
series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to
the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall
be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to
this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.


 


ARTICLE 3


REDEMPTION OF SECURITIES AND SINKING
FUND PROVISIONS


 


Section 3.01    Redemption.


 


The Company may redeem the Securities of any series issued hereunder
on and after the dates and in accordance with the terms established for such series pursuant to Section 2.01 hereof.


 


Section 3.02    Notice of Redemption.


 


(a)    In case the Company shall desire
to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with any right
the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee
(upon 5 Business Days written notice, unless a shorter period shall be satisfactory to the Trustee) to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, electronically or by first class postage prepaid mail, a
notice of such redemption not less than 15 days and not more than 90 days, except that redemption notices may be sent more than
90 days prior to the redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction
and discharge, before the date fixed for redemption of that series to such holders (with a copy to the Trustee) at their last addresses
as they shall appear upon the Security Register, unless a shorter period is specified in the Securities to be redeemed. Any notice
that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered
holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption
of any other Securities of such series or any other series. 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 Officer’s Certificate evidencing compliance with any such restriction.


 






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Each such notice of redemption shall specify the date fixed
for redemption, if applicable, any record date with respect to such redemption and the redemption price at which Securities of
that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be
made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and
that the redemption is from a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed,
the notice to the holders of Securities of that series to be redeemed in part shall specify the particular Securities to be so
redeemed.


 


In case any Security is to be redeemed in part only, the notice
that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.


 


(b)    If less than all the Securities of
a series are to be redeemed, the Company shall give the Trustee at least 20 days’ notice (unless a shorter notice shall be
satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of
the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate
and fair in its discretion (and subject to the applicable procedures of the Depositary) and that may provide for the selection
of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount
of such Securities of a denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall
so elect, by delivery of instructions signed on its behalf by an Officer, instruct the Trustee or any paying agent to call all
or any part of the Securities of a particular series for redemption and to send notice of redemption in the manner set forth in
this Section, such notice to be in the name and at the expense of the Company. In any case in which notice of redemption is to
be sent by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with,
the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies
or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under
the provisions of this Section.


 


Section 3.03    Payment Upon Redemption.


 


(a)    If the giving of notice of redemption
shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in
such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall
cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities
on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed
at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but
if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to
the registered holder at the close of business on the applicable record date pursuant to Section 2.03).


 


(b)    Upon presentation of any physical
Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security
of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.


 


Section 3.04    Sinking Fund.


 


The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated
by Section 2.01 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 Securities of any series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 3.05. 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.


 






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Section 3.05    Satisfaction of
Sinking Fund Payments with Securities.


 


The Company (i) may deliver Outstanding Securities of a
series and (ii) may apply as a credit Securities of a series that 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, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided
that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.


 


Section 3.06    Redemption of Securities
for Sinking Fund.


 


Not less than 45 days prior to each sinking fund payment date
for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee
an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms
of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant
to Section 3.05 and the basis for such credit and will, together with such Officer’s Certificate, deliver to
the Trustee any Securities to be so delivered. 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 3.02 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 3.02.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Section 3.03.


 


ARTICLE 4


COVENANTS


 


Section 4.01    Payment of Principal,
Premium and Interest.


 


The Company will duly and punctually pay or cause to be paid
the principal of (and premium, if any) and interest on the Securities of that series at the time and place and in the manner provided
herein and established with respect to such Securities. Payments of principal on the physical Securities may be made at the time
provided herein and established with respect to such Securities by U.S. dollar check drawn on and mailed to the address of the
Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S.
dollar account if such Securityholder shall have furnished wire instructions to the Trustee no later than 15 days prior to the
relevant payment date. Payments of interest on the Securities may be made at the time provided herein and established with respect
to such Securities by U.S. dollar check mailed to the address of the Securityholder entitled thereto as such address shall appear
in the Security Register, or U.S. dollar wire transfer to an account in the United States if such Securityholder shall have furnished
wire instructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the relevant payment date.


 


Section 4.02    Maintenance of Office
or Agency.


 


So long as any series of the Securities remain Outstanding,
the Company agrees to maintain an office or agency with respect to each such series and at such other location or locations as
may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange, and
(iii) notices in respect of the Securities of that series and this Indenture may be given or made, such designation to continue
with respect to such office or agency until the Company shall, by written notice in an Officer’s Certificate and delivered
to the Trustee, designate some other office or agency for such purposes or any of them. 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 and
notices may be made at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations and notices; provided, however, the Trustee shall not be considered an agent of the Company for service
of process.


 






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Section 4.03    Paying Agents.


 


(a)    If the Company shall appoint one
or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions
of this Section:


 


(1)    that it will hold all sums held by
it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether
such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons
entitled thereto;


 


(2)    that it will give the Trustee notice
of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium,
if any) or interest on the Securities of that series when the same shall be due and payable;


 


(3)    that it will, at any time during
the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent;


 


(4)    that upon any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company,
the Trustee will automatically be the Paying Agent; and


 


(5)    that it will perform all other duties
of paying agent as set forth in this Indenture.


 


(b)    If the Company shall act as its own
paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium,
if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such
action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one
or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure
so to act.


 


(c)    Notwithstanding anything in this
Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions
of Section 11.05, and (ii) 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 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 terms and conditions as those upon which such sums
were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company
or such paying agent shall be released from all further liability with respect to such money.


 


(d)    The Company initially appoints the
Trustee at its Corporate Trust Office as its paying agent with respect to the Securities.


 


Section 4.04     Appointment to
Fill Vacancy in Office of Trustee.


 


The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all
times be a Trustee hereunder.


 






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Section 4.05    Compliance with
Consolidation Provisions.


 


The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell
or convey all or substantially all of its property to any other Person unless the provisions of Article 10 hereof are
complied with.


 


ARTICLE 5


SECURITYHOLDERS’ LISTS AND REPORTS
BY THE COMPANY


AND THE TRUSTEE


 


Section 5.01     Company to Furnish
Trustee Names and Addresses of Securityholders.


 


The Company will furnish or cause to be furnished to the Trustee
(a) within 5 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee
may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to be furnished such list at any time that the list
shall not differ in any respect from the most recent list furnished to the Trustee by the Company 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,
in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar.


 


Section 5.02    Preservation Of
Information; Communications With Securityholders.


 


(a)    The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names and addresses of the holders of Securities contained
in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b)    The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


(c)    Securityholders may communicate as
provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this
Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations under
Section 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust
Indenture Act.


 


Section 5.03    Reports by the Company.


 


(a)    The Company covenants and agrees
to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files 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) that the Company is required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however,
the Company shall not be required to deliver to the Trustee any materials for which the Company has sought and received confidential
treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (EDGAR), or Interactive Data Electronic Applications (IDEA), or any successor
system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required
by the Company; provided that an electronic link to such filing, together with an electronic notice of such filing have
been sent to the Trustee it being understood that the Trustee shall have no responsibility to determine whether such filings have
been made. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the
Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.


 


(b)    Delivery of reports, information
and documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information
contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled
to rely exclusively on an Officer’s Certificate).


 






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Section 5.04    Reports by the Trustee.


 


(a)    If required by Section 313(a) of
the Trust Indenture Act, the Trustee, within sixty (60) days after each May 15, commencing the calendar year after the
year in which the first Securities are issued hereunder, shall transmit by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register, a brief report dated as of such May 15, which complies with
Section 313(a) of the Trust Indenture Act.


 


(b)    The Trustee shall comply with Section 313(b) and
313(c) of the Trust Indenture Act.


 


(c)    A copy of each such report shall,
at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with each securities exchange upon
which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee in writing
when any Securities become listed on any securities exchange or of any delisting thereof.


 


ARTICLE 6


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON


EVENT OF DEFAULT


 


Section 6.01    Events of Default.


 


(a)    Whenever used herein with respect
to Securities of a particular series, “Event of Default” means any one or more of the following events that has occurred
and is continuing:


 


(1)    the Company defaults in the payment
of any installment of interest upon any of the Securities of that series, as and when the same shall become due and payable, and
such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of interest
for this purpose;


 


(2)    the Company defaults in the payment
of the principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund
established with respect to that series; provided, however, that a valid extension of the maturity of such Securities in accordance
with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any;


 


(3)    the Company fails to observe or perform
any other of its covenants or agreements with respect to that series contained in this Indenture or otherwise established with
respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been
expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period
of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice
is a “Notice of Default” hereunder, shall have been given 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 Securities of that series at the time Outstanding;


 


(4)    the Company pursuant to or within
the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an order for relief against
it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property
or (iv) makes a general assignment for the benefit of its creditors; or


 


(5)    a court of competent jurisdiction
enters an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints
a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation of the Company, and
the order or decree remains unstayed and in effect for 90 days.


 


(b)    In each and every such case (other
than an Event of Default specified in clause (4) or clause (5) above), unless the principal of all the Securities of
that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if
given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest on all the
Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the principal of and accrued
and unpaid interest on all the Securities of that series shall automatically be immediately due and payable without any declaration
or other act on the part of the Trustee or the holders of the Securities.


 






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(c)    At any time after the principal of
(and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder,
by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due
otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that
series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any
and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on (and premium,
if any, on) and accrued and unpaid interest on Securities of that series that shall not have become due by their terms, shall have
been remedied or waived as provided in Section 6.06.


 


No such rescission and annulment shall extend to or shall affect
any subsequent default or impair any right consequent thereon.


 


(d)    In case the Trustee shall have proceeded
to enforce any right with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee,
then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue
as though no such proceedings had been taken.


 


Section 6.02    Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


(a)    The Company covenants that if an
Event of Default described in Section 6.01(a) or 6.01(b) shall have occurred with respect to the Securities of any
series, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount
that then shall have been become due and payable on all such Securities for principal (and premium, if any) or interest, or both,
as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest
is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of
that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
and the amount payable to the Trustee under Section 7.06.


 


(b)    If the Company shall fail to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against
the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the
manner provided by law or equity out of the property of the Company or other obligor upon the Securities of that series, wherever
situated.


 


(c)    In case of any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company,
or its creditors or property, irrespective of whether the Trustee shall have made any demand pursuant to this Section 6.02,
the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and
shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for
the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the
Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized
by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 






    	 	 17	 



     


    

 


(d)    All rights of action and of asserting
claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by
the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or 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 payment to the Trustee of any amounts due under Section 7.06,
be for the ratable benefit of the holders of the Securities of such series.


 


In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy
or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.


 


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


 


Section 6.03    Application of Moneys
Collected.


 


Any moneys or properties collected by the Trustee pursuant to
this Article with respect to a particular series of Securities shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest,
upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:


 


FIRST:
To the payment of all indebtedness of the Company to which such series of Securities is subordinated to the extent required by
Section 7.06 and any subordination terms of the series specified as contemplated by Article 14;


 


SECOND:
To the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, 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 amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and


 


THIRD:
To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto.


 


Section 6.04    Limitation on Suits.


 


No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance
thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the
holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder
or holders shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require against the costs,
expenses, claims and liabilities to be incurred therein or thereby; (iv) the Trustee for 90 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during
such 90 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction
inconsistent with the request.


 






    	 	 18	 



     


    

 


Notwithstanding anything contained herein to the contrary or
any other provisions of this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium,
if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every
other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any
manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such holders), except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or
in equity.


 


Section 6.05    Rights and Remedies
Cumulative; Delay or Omission Not Waiver.


 


(a)    Except as otherwise provided in Section 2.07,
all powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law,
be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.


 


(b)    No delay or omission of the Trustee
or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by law
to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Securityholders.


 


Section 6.06    Control by Securityholders.


 


The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance with Section 8.04, 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 such series; provided, however, that such direction shall not be
in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability.
The Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the
proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal
liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. Prior to taking any action under
this Indenture, the Trustee shall be entitled to indemnity or security satisfactory to it against loss, liability or expense that
may be caused by taking such action. The holders of a majority in aggregate principal amount of the Securities of any series at
the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of
all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established
pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms
of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments
of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)).
Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 






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Section 6.07    Undertaking to Pay
Costs.


 


All parties to this Indenture agree, and each holder of any
Securities by such holder’s 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, 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 Securityholder,
or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or
to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest
on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this
Indenture.


 


ARTICLE 7


CONCERNING THE TRUSTEE


 


Section 7.01    Certain Duties and
Responsibilities of Trustee.


 


(a)    The Trustee, prior to the occurrence
of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to
the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series
such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not
been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.


 


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


 


(1)    prior to the occurrence of an Event
of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect
to that series that may have occurred:


 


(A)    the duties and obligations of the
Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and
the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(B)    in the absence of willful misconduct
on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any 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 that by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein);


 


(2)    the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, 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 not less
than a majority in principal amount of the Securities of any series at the time Outstanding 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 that series; and


 






    	 	 20	 



     


    

 


(4)    none of the provisions contained
in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal or financial liability
in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing
that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity
against such risk is not reasonably assured to it.


 


Section 7.02    Certain Rights of
Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a)    The Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security or other paper or document or other evidence of indebtedness believed by it to
be genuine and to have been signed or presented by the proper party or parties. The Trustee need not investigate any fact or matter
stated in the document. The Trustee shall receive and retain financial reports and statements of the Company to the extent provided
herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other
obligations of the Company;


 


(b)    Any request, direction, order or
demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company by any authorized Officer of the Company (unless other evidence in respect thereof is specifically prescribed herein);


 


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


 


(d)    The Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall have offered (and if requested, provided) to the
Trustee security or indemnity satisfactory to it against the costs, expenses, claims and liabilities that may be incurred therein
or thereby;


 


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


 


(f)    The Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security, or other papers or documents or other evidence of indebtedness, unless
requested in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the
particular series affected thereby (determined as provided in Section 8.04); provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses, claims 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 indemnity or security satisfactory to it against such costs, expenses,
claims or liabilities as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon demand;


 


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


 


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


 






    	 	 21	 



     


    

 


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


 


(j)    The permissive rights of the Trustee
enumerated herein shall not be construed as duties;


 


(k)    The Trustee may request that the
Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture; and


 


(l)    The Trustee shall not be required
to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


In addition, the Trustee shall not be deemed to have knowledge
of any Default or Event of Default until a Responsible Officer of the Trustee shall have received written notification in the manner
set forth in this Indenture, and such notice references the Securities and this Indenture or a Responsible Officer of the
Trustee shall have obtained actual knowledge.


 


Section 7.03    Trustee Not Responsible
for Recitals or Issuance or Securities.


 


(a)    The recitals contained herein and
in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness
of the same.


 


(b)    The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.


 


(c)    The Trustee shall not be accountable
for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application
of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01,
or for the use or application of any moneys received by any paying agent other than the Trustee.


 


Section 7.04    May Hold Securities.


 


The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not
Trustee, paying agent or Security Registrar.


 


Section 7.05    Moneys Held in Trust.


 


Subject to the provisions of Section 11.05, all
moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they
were received, but 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 moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon.


 


Section 7.06    Compensation and
Reimbursement.


 


(a)    The Company covenants and agrees
to pay to the Trustee, and the Trustee shall be entitled to, such compensation (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) as the Company and the Trustee may from time to time agree
in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay
or reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable and documented fees and the
expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such expense, disbursement
or advance as may arise from its negligence or willful misconduct. The Company also covenants to indemnify the Trustee (and its
officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense, including
reasonable and documented attorneys’ fees, incurred without negligence or willful misconduct on the part of the Trustee and
arising out of or in connection with the acceptance or administration of this trust, including the reasonable and documented costs
and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder
or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in
connection with enforcing the provisions of this Section.


 






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(b)    The obligations of the Company under
this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements
and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Securities.


 


(c)    To ensure the Company’s payment
obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by
the Trustee, except that held in trust to pay principal of, premium, if any, or interest on particular Securities. When the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(a)(4) or
(5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection
therewith are to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06
shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.


 


Section 7.07    Reliance on Officer’s
Certificate or Opinion of Counsel.


 


Except as otherwise provided in Section 7.01, whenever
in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate and Opinion of Counsel delivered
to the Trustee and such certificate and opinion, in the absence of negligence or willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.


 


Section 7.08    Disqualification;
Conflicting Interests.


 


If the Trustee has or shall acquire any “conflicting interest”
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.


 


Section 7.09    Corporate Trustee
Required; Eligibility.


 


There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial,
or District of Columbia authority.


 


If such corporation or other Person publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly
or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.


 






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Section 7.10    Resignation and
Removal; Appointment of Successor.


 


(a)     The Trustee or any successor hereafter
appointed may at any time resign with respect to the Securities of one or more series by giving written notice thereof to the Company
and by transmitting notice of resignation by electronic mail, or by first class postage prepaid mail, to the Securityholders of
such series, as their names and addresses appear upon the Security Register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee with respect to Securities of such series, or any Securityholder of that series who has been a bona fide
holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.


 


(b)    In case at any time any one of the
following shall occur:


 


(i)    the Trustee shall fail to comply
with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder who has
been a bona fide holder of a Security or Securities for at least six months; or


 


(ii)    the Trustee shall cease to be eligible
in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company
or by any such Securityholder; or


 


(iii)    the Trustee shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee
or of its property shall be appointed or consented to, 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, the Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or
any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that holder
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee.


 


(c)    The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to such
series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the consent of the
Company.


 


(d)    Any resignation or removal of the
Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.


 


(e)    Any successor trustee appointed pursuant
to this Section may be appointed with respect to the Securities of one or more series or all of such series, and at any time
there shall be only one Trustee with respect to the Securities of any particular series.


 






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Section 7.11    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 the request of the Company or the successor
trustee, such retiring Trustee shall, upon full payment of any amount then due it pursuant to Section 7.06, execute
and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder.


 


(b)    In 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 wherein each successor trustee shall accept such appointment and which (i) 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, (ii) 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 (iii) 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, 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 that no Trustee shall be responsible for any act or failure to act on the
part of any other Trustee hereunder; 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, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility for
the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture,
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, to the extent contemplated by such supplemental indenture, the 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, 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.


 


(e)    Upon acceptance of appointment by
a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder
by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register. If
the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be transmitted at the expense of the Company.


 


Section 7.12    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 the corporate trust business of the Trustee, including the administration of
the trust created by this Indenture, shall be the successor of the Trustee hereunder, provided that such corporation shall
be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 






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Section 7.13    Preferential Collection
of Claims Against the Company.


 


The Trustee shall comply with Section 311(a) of the
Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee
who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.


 


Section 7.14    Notice of Default.


 


If any Event of Default occurs and is continuing and if such
Event of Default is actually known to a Responsible Officer of the Trustee, the Trustee shall send to each Securityholder in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Event of Default within
the later of 90 days after it occurs and 30 days after it is actually known to a Responsible Officer of the Trustee or written
notice of it is received by the Trustee, unless such Event of Default has been cured; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee shall
be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is in
the interest of the Securityholders.


 


ARTICLE 8


CONCERNING THE SECURITYHOLDERS


 


Section 8.01    Evidence of Action
by Securityholders.


 


Whenever in this Indenture it is provided that the holders
of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action
(including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities
of that series in person or by agent or proxy appointed in writing.


 


If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officer’s Certificate, fix in advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall
have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver
or other action may be given before or after the record date, but only the Securityholders of record at the close of business on
the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite
proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders
on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.


 


Section 8.02    Proof of Execution
by Securityholders.


 


Subject to the provisions of Section 7.01, proof
of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and proof
of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a)    The fact and date of the execution
by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.


 


(b)    The ownership of Securities shall
be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem necessary.


 






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Section 8.03    Who May be
Deemed Owners.


 


Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name
such Security shall be registered upon the books of the Security Registrar as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.


 


Section 8.04    Certain Securities
Owned by Company Disregarded.


 


In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any direction, consent, demand, authorization, notice or
waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities
of that series or by any Person directly or indirectly controlling or controlled by or under common control with the Company or
any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction,
consent or waiver, only Securities of such series that a Responsible Officer of the Trustee actually knows are so owned shall be
so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of
this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the Trustee.


 


Section 8.05    Actions Binding
on Future Securityholders.


 


At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have consented
to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount
of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of that series.


 


ARTICLE 9


SUPPLEMENTAL INDENTURES


 


Section 9.01    Supplemental Indentures
Without the Consent of Securityholders.


 


In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders
at any time Outstanding, for one or more of the following purposes:


 


(a)    to cure any ambiguity, defect, or
inconsistency herein or in the Securities of any series;


 


(b)    to comply with Article 10;


 






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


 


(d)    to add to the covenants, restrictions,
conditions or provisions relating to the Company for the benefit of the holders of all or any series of Securities (and if such
covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that
such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series), to
make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an Event of Default, or to surrender any right or power herein conferred upon the Company;


 


(e)    to add to, delete from, or revise
the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery
of Securities, as herein set forth;


 


(f)    to make any change that does not
adversely affect the rights of any Securityholder in any material respect;


 


(g)    to provide for the issuance of and
establish the form and terms and conditions of the Securities of any series as provided in Section 2.01, to establish
the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or
to add to the rights of the holders of any series of Securities;


 


(h)    to evidence and provide for the acceptance
of appointment hereunder by a successor trustee or to appoint a separate trustee with respect to any series; or


 


(i)    to comply with any requirements of
the Commission or any successor in connection with the qualification of this Indenture under the Trust Indenture Act.


 


The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


Section 9.02     Supplemental Indentures
With Consent of Securityholders.


 


With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01
the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby, (a) extend
the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid percentage
of Securities, the holders of which are required to consent to any such supplemental indenture.


 


It shall not be necessary for the consent of the Securityholders
of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such consent shall approve the substance thereof. The Trustee shall not be obligated to enter into any
such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 






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Section 9.03    Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series only, be
and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes with respect to such series.


 


Section 9.04    Securities Affected
by Supplemental Indentures.


 


Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of
any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors,
to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Securities of that series then Outstanding.


 


Section 9.05    Execution of Supplemental
Indentures.


 


Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.
The Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions
precedent to the execution of the supplemental indenture have been complied with and with respect to such Opinion of Counsel, that
such supplemental indenture is the legal, valid and binding obligation of the Company, enforceable against each of them in accordance
with its terms, subject to customary exceptions and qualifications.


 


Promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this Article, the Company shall transmit by electronic mail, or by
first class mail, postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the
Company to mail, or cause the mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.


 






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ARTICLE 10


SUCCESSOR ENTITY


 


Section 10.01    Company May Consolidate, Etc.


 


Nothing contained in this Indenture shall prevent any consolidation
or merger of the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as
an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any
such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer
or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities
of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which
shall conform to the provisions of the Trust Indenture Act, as then in effect) executed and delivered to the Trustee by the entity
formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such
property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for
shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so
that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such
Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of
the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange
occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. If the Company is not
the surviving entity of any such transaction, the Company or the continuing entity agrees to deliver to the Trustee an Officer’s
Certificate and Opinion of Counsel stating that the transaction and the supplemental indenture complies with this Section 10.01
and that all conditions precedent herein relating to the transaction have been satisfied.


 


Section 10.02    Successor Entity
Substituted.


 


(a)    In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entity by supplemental indenture,
executed and delivered to the Trustee, of the obligations set forth under Section 10.01 on all of the Securities of
all series Outstanding, such successor entity shall succeed to and be substituted for the Company with the same effect as if it
had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities.


 


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


 


(c)    Nothing contained in this Article shall
require any action by the Company in the case of a consolidation or merger of any Person into the Company where the Company is
the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the property
of any other Person (whether or not affiliated with the Company).


 






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ARTICLE 11


SATISFACTION AND DISCHARGE


 


Section 11.01    Satisfaction and
Discharge of Indenture.


 


If at any time: (a) the Company shall have delivered to
the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation
(other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07 and Securities for whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided
in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and
the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental
Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of
that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due
or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date, as the
case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand
of the Company and at the cost and expense of the Company shall execute such instruments reasonably requested by the Company acknowledging
satisfaction of and discharging this Indenture with respect to such series.


 


Section 11.02    Discharge of Obligations.


 


If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01
shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease
to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02,
4.03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid.


 


Thereafter, Sections 7.06 and 11.05 shall survive.


 


Section 11.03    Deposited Moneys
to be Held in Trust.


 


All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.


 


Section 11.04    Payment of Moneys
Held by Paying Agents.


 


In connection with the satisfaction and discharge of this Indenture
all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand
of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect
to such moneys or Governmental Obligations.


 


Section 11.05    Repayment to Company.


 


Any moneys or Governmental Obligations deposited with any paying
agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium, if any, or interest on the
Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two
years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become
due and payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed property law, shall be
repaid to the Company on May 31 of each year or upon the Company’s request or (if then held by the Company) shall be
discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect
to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter,
as a general creditor, look only to the Company for the payment thereof.


 






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ARTICLE 12


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS


AND DIRECTORS


 


Section 12.01    No Recourse.


 


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


 


ARTICLE 13


MISCELLANEOUS PROVISIONS


 


Section 13.01    Effect on Successors
and Assigns.


 


All the covenants, stipulations, promises and agreements in
this Indenture made by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 13.02    Actions by Successor.


 


Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful
successor of the Company.


 


Section 13.03    Surrender of Company
Powers.


 


The Company by instrument in writing executed by authority of
its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company, and thereupon such
power so surrendered shall terminate both as to the Company and as to any successor corporation.


 


Section 13.04    Notices.


 


Except as otherwise expressly provided herein, any notice, request
or demand that by any provision of this Indenture is required or permitted to be given, made or served by the Trustee or by the
holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by any standard
form of telecommunication or by being deposited in first class mail, postage prepaid, addressed (until another address is filed
in writing by the Company with the Trustee), as follows: [                    ].
Any notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this Indenture
to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at
the Corporate Trust Office of the Trustee. Notwithstanding anything herein to the contrary, where reference herein is made to notice
of any event (including notice of redemption) to a Securityholder of Global Securities, whether by mail or otherwise, such notice
shall be sufficiently given when delivered to the Depositary (or its designee) pursuant to the customary procedures of the Depositary.


 






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Section 13.05    Governing Law;
Jury Trial Waiver.


 


THIS INDENTURE AND EACH SECURITY, AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH SECURITY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 13.06    Treatment of Securities
as Debt.


 


It is intended that the Securities will be treated as indebtedness
and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted to further this intention.


 


Section 13.07    Certificates and
Opinions as to Conditions Precedent.


 


(a)    Upon any application or demand by
the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee
an Officer’s Certificate stating that all covenants and conditions precedent provided for in this Indenture (other than the
certificate to be delivered pursuant to Section 13.12) relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such covenants and conditions precedent have been complied
with.


 


(b)    Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture shall
include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he has made such examination
or investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person, such condition
or covenant has been complied with.


 


Section 13.08    Payments on Business
Days.


 


Except as provided pursuant to Section 2.01 pursuant
to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to
this Indenture, in any case where the date that principal of, interest and/or premium, if any, on any Security is due or otherwise
payable shall not be a Business Day or is a day on which the banking institutions in the city of the office of the Paying Agent
are authorized or obligated by law to close or be closed, then payment of principal, premium, if any, and/or interest may be made
on the next succeeding day that is a Business Day and is not a day on which the banking institutions in the city of the office
of the Paying Agent are authorized or obligated by law to close or be closed with the same force and effect as if made on the nominal
date of maturity or redemption, and no interest shall accrue for the period after such nominal date.


 


Section 13.09    Conflict with Trust
Indenture Act.


 


If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.


 


Section 13.10    Counterparts.


 


This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange
of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 






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Section 13.11    Separability.


 


In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.


 


Section 13.12    Compliance Certificates.


 


The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year during which any Securities of any series were outstanding, an Officer’s Certificate stating
whether or not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a
certification from the principal executive officer, principal financial officer or principal accounting officer of the Company
that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and
that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12,
such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.
If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe
any such Event of Default and its status.


 


Section 13.13    USA PATRIOT ACT.


 


The parties hereto acknowledge that in accordance with Section 326
of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with
such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section 13.14    Calculations.


 


It is understood that the Trustee nor the Paying Agent shall
have no responsibility for any calculations hereunder and shall be entitled to conclusively rely on the calculations of the Company
without any independent verification or investigation.


 


ARTICLE 14


SUBORDINATION OF SECURITIES


 


Section 14.01    Subordination Terms.


 


The payment by the Company of the principal of, premium, if
any, and interest on any series of Securities issued hereunder shall be subordinated to the extent set forth in an indenture supplemental
hereto relating to such series.


 






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


 


 


	 	AXCELLA HEALTH INC., as Issuer
	 	 	 
	 	By:	                                       
	 	Name:	 
	 	Title:	 
	 	 
	 	[TRUSTEE], as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


Signature Page to Form of Indenture


 






     

     


    

 


TRUST
INDENTURE ACT CROSS-REFERENCE TABLE2


 


	Section of Trust Indenture Act of 1939, as amended	 	Section of Indenture
	310(a)	 	7.09
	310(b)	 	7.08
	 	 	7.10
	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	311(c)	 	Inapplicable
	312(a)	 	5.01
	 	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a)
	 	 	5.04(b)
	313(d)	 	5.04(c)
	314(a)	 	5.03
	 	 	13.12
	314(b)	 	Inapplicable
	314(c)	 	13.07(a)
	314(d)	 	Inapplicable
	314(e)	 	13.07(b)
	314(f)	 	Inapplicable
	315(a)	 	7.01(a)
	 	 	7.01(b)
	315(b)	 	7.14
	315(c)	 	7.01(a)
	315(d)	 	7.01(b)
	315(e)	 	6.07
	316(a)	 	6.06
	 	 	8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.09



 





 








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