Exhibit 4.2


 


Vitru Limited


 


as the Company


 


and


 


[        ]


 


as Trustee


 





 


Subordinated Indenture


 


Dated as of [          
], [            ]


 







     


     


    

TABLE OF CONTENTS


 


Page


 


	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01.	Definitions.	1
	Section 1.02.	Other Definitions	4
	Section 1.03.	Incorporation by Reference of Trust Indenture Act	4
	Section 1.04.	Rules of Construction	5
	Section 1.05.	Unless the context otherwise requires:	5
	 	 	 
	ARTICLE 2
	THE SECURITIES
	 
	Section 2.01.	Form and Dating	5
	Section 2.02.	Execution and Authentication	5
	Section 2.03.	Amount Unlimited; Issuable in Series	7
	Section 2.04.	Denomination and Date of Securities; Payments of Interest	8
	Section 2.05.	Registrar and Paying Agent; Agents Generally	9
	Section 2.06.	Paying Agent to Hold Money in Trust	9
	Section 2.07.	Transfer and Exchange	10
	Section 2.08.	Replacement Securities	11
	Section 2.09.	Outstanding Securities	12
	Section 2.10.	Temporary Securities	12
	Section 2.11.	Cancellation	12
	Section 2.12.	CUSIP Numbers	13
	Section 2.13.	Defaulted Interest	13
	Section 2.14.	Series May Include Tranches	13
	 	 	 
	ARTICLE 3
	REDEMPTION
	 
	Section 3.01.	Applicability of Article	13
	Section 3.02.	Notice of Redemption; Partial Redemptions	13
	Section 3.03.	Payment of Securities Called for Redemption	14
	Section 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption	15
	Section 3.05.	Mandatory and Optional Sinking Funds	15
	 	 	 
	ARTICLE 4
	COVENANTS
	 
	Section 4.01.	Payment of Securities	17
	Section 4.02.	Maintenance of Office or Agency	17
	Section 4.03.	Securityholders’ Lists	17
	Section 4.04.	Certificate to Trustee	18
	Section 4.05.	Reports by the Company	18
	Section 4.06.	Additional Amounts	18
	 	 	 



 



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	ARTICLE 5
	SUCCESSOR CORPORATION
	 
	Section 5.01.	When Company May Merge, Etc	18
	Section 5.02.	Successor Substituted	19
	 	 	 
	ARTICLE 6
	DEFAULT AND REMEDIES
	 
	Section 6.01.	Events of Default	19
	Section 6.02.	Acceleration.	20
	Section 6.03.	Other Remedies	21
	Section 6.04.	Waiver of Past Defaults	21
	Section 6.05.	Control by Majority	21
	Section 6.06.	Limitation on Suits	21
	Section 6.07.	Rights of Holders to Receive Payment	22
	Section 6.08.	Collection Suit by Trustee	22
	Section 6.09.	Trustee May File Proofs of Claim	22
	Section 6.10.	Application of Proceeds	22
	Section 6.11.	Restoration of Rights and Remedies	23
	Section 6.12.	Undertaking for Costs	23
	Section 6.13.	Rights and Remedies Cumulative	23
	Section 6.14.	Delay or Omission not Waiver	23
	 	 	 
	ARTICLE 7
	TRUSTEE
	 
	Section 7.01.	General	23
	Section 7.02.	Certain Rights of Trustee	23
	Section 7.03.	Individual Rights of Trustee	24
	Section 7.04.	Trustee’s Disclaimer	25
	Section 7.05.	Notice of Default	25
	Section 7.06.	Reports by Trustee to Holders	25
	Section 7.07.	Compensation and Indemnity	25
	Section 7.08.	Replacement of Trustee	26
	Section 7.09.	Acceptance of Appointment by Successor	27
	Section 7.10.	Successor Trustee By Merger, Etc	27
	Section 7.11.	Eligibility	27
	Section 7.12.	Money Held in Trust	27
	 	 	 
	ARTICLE 8
	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	 
	Section 8.01.	Satisfaction and Discharge of Indenture	28
	Section 8.02.	Application by Trustee of Funds Deposited for Payment of Securities	28
	Section 8.03.	Repayment of Moneys Held by Paying Agent	28
	Section 8.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	28
	Section 8.05.	Defeasance and Discharge of Indenture	29
	Section 8.06.	Defeasance of Certain Obligations	30
	Section 8.07.	Reinstatement	30
	Section 8.08.	Indemnity	31
	Section 8.09.	Excess Funds	31
	Section 8.10.	Qualifying Trustee	31
	 	 	 



 



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	ARTICLE 9
	AMENDMENTS, SUPPLEMENTS AND WAIVERS
	 
	Section 9.01.	Without Consent of Holders	31
	Section 9.02.	With Consent of Holders	32
	Section 9.03.	Revocation and Effect of Consent	32
	Section 9.04.	Notation on or Exchange of Securities	33
	Section 9.05.	Trustee to Sign Amendments, Etc	33
	Section 9.06.	Conformity with Trust Indenture Act	33
	 	 	 
	ARTICLE 10
	MISCELLANEOUS
	 
	Section 10.01.	Trust Indenture Act of 1939	33
	Section 10.02.	Notices	33
	Section 10.03.	Certificate and Opinion as to Conditions Precedent	34
	Section 10.04.	Statements Required in Certificate or Opinion	34
	Section 10.05.	Evidence of Ownership	35
	Section 10.06.	Rules by Trustee, Paying Agent or Registrar	35
	Section 10.07.	Payment Date Other Than a Business Day	35
	Section 10.08.	Governing Law	35
	Section 10.09.	No Adverse Interpretation of Other Agreement	35
	Section 10.10.	Successors	35
	Section 10.11.	Duplicate Originals	35
	Section 10.12.	Separability	35
	Section 10.13.	Table of Contents, Headings, Etc	35
	Section 10.14.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	35
	Section 10.15.	Judgment Currency	36
	Section 10.16.	Waiver of Jury Trial	36
	Section 10.17.	Force Majeure	36
	 	 	 
	ARTICLE 11
	SUBORDINATION
	 
	Section 11.01.	Agreement to Subordinate	36
	Section 11.02.	Payments to Securityholders	36
	Section 11.03.	Subrogation	38
	Section 11.04.	Authorization by Securityholders	38
	Section 11.05.	Notice to Trustee	38
	Section 11.06.	Trustee’s Relation to Senior Indebtedness	39
	Section 11.07.	No Impairment of Subordination	39








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SUBORDINATED INDENTURE, dated as of [      
,         ], between Vitru Limited, an exempted company incorporated under the laws of the Cayman
Islands with limited liability, as the Company, and [          
], as Trustee.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has duly authorized the issue
from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”)
up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery
of this Indenture; and


 


WHEREAS, all things necessary to make this Indenture
a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases
of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities or of any and all series thereof as follows:


 


ARTICLE
1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.01.   Definitions.


 


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


 


“Agent” means any Registrar,
Paying Agent, transfer agent or Authenticating Agent.


 


“Board Resolution” means one
or more resolutions of the board of directors of the Company or any authorized committee thereof, certified by the secretary or an assistant
secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.


 


“Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by
law or regulation to close (i) with respect to any Security the interest on which is based on the offered quotations in the interbank
Eurodollar market for dollar deposits in London or in The City of New York or (ii) with respect to Securities denominated in a specified
currency other than United States dollars, in the principal financial center of the country of the specified currency.


 


“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.


 


“Company” means the party named
as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of this Indenture and thereafter
means the successor.


 




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


 


“Default” means any event that
is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary” means, with respect
to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary
by the Company pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder,
and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Registered Global Securities of that series.


 


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


 


“Guarantee” by any Person means
any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether
arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner
the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course
of business. The term “Guarantee” when used as a verb has a corresponding meaning.


 


“Holder” or “Securityholder”
means the registered holder of any Security.


 


“Indebtedness” of any Person
means at any date, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person in respect of letters of credit
or other similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the
deferred purchase price of property or services, except Trade Payables, (v) all obligations of such Person as a lessee under capital
leases, (vi) all Indebtedness of others secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person, and (vii) all Indebtedness of others Guaranteed by such Person.


 


“IFRS” means International
Financial Reporting Standards as issued by the International Accounting Standards Board, as in effect as of the date hereof.


 


“Indenture” means this Indenture
as originally executed and delivered or as it may be amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Securities
of each series established as contemplated pursuant to Sections 2.01 and 2.03.


 


“Officer” means, with respect
to the Company, the chairman of the board of directors, the president or chief executive officer, any executive vice president, any senior
vice president, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant
secretary.


 


“Officers’ Certificate”
means a certificate signed in the name of the Company (i) by the chairman of the board of directors, president or chief executive
officer, an executive vice president, a senior vice president or a vice president, and (ii) by the chief financial officer, the treasurer
or any assistant treasurer,


 




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or the secretary or any assistant secretary, and
delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable, and include
(except as otherwise expressly provided in this Indenture) the statements provided in Section 10.04, if applicable.


 


“Opinion of Counsel” means
a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee. Each such
opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided in Section 10.04,
if and to the extent required thereby.


 


“original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of authentication of such Security or (b) the date of any Security
(or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the Principal amount thereof to be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.02.


 


“Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate
or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Company or its agents upon the issuance of such Securities.


 


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


 


“Principal” of a Security means
the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Security.


 


“Registered Global Security”
means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.02,
and bearing the legend prescribed in Section 2.02.


 


“Responsible Officer” when
used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for
the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.


 


“Securities” means any of the
securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Senior Indebtedness” means
all Indebtedness of the Company (other than the Securities) including principal and interest (including, without limitation, any interest
that would accrue but for the filing of a petition initiating any proceeding referred to in Section 11.02 hereof) on such Indebtedness,
created, incurred or assumed on or after the date of the first issuance of any Securities, unless such Indebtedness, but its terms or
the terms of the instrument creating or evidencing it, is subordinate in right of payment to, or pari passu with, the Securities; provided,
that the term Senior Indebtedness shall not include (a) any Indebtedness of the Company which, when incurred and without respect
to any election under Section 111(b) of Title II, United States Code, with or without recourse to the Company, (b) any
Indebtedness of the Company to a Subsidiary, (c) Indebtedness to any employee of the Company and (d) Trade Payables.


 




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“Subsidiary” means, with respect
to any Person, any corporation, association or other business entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time
directly or indirectly owned by such Person.


 


“Trade Payables” means accounts
payable for any other indebtedness or monetary obligations to trade creditors created or assumed by the Company or any subsidiary of the
Company in the ordinary course of business in connection with the obtaining of materials or services.


 


“Trustee” means the party named
as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article 7 and
thereafter shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee”
as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.


 


“U.S. Government Obligations”
means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of 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, and shall also include a depository receipt issued by
a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal
of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt.


 


“Yield to Maturity” means,
as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are issuable
from time to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause (i) or at
the time of issuance of such Security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination
of interest on such series or on such Security, and calculated in accordance with the constant interest method or such other accepted
financial practice as is specified in the terms of such Security.


 


Section 1.02.  
Other Definitions. Each of the following terms is defined in the section set forth opposite such term:


 


	Term	Section	 
	Authenticating Agent	2.02	 
	cash transaction	7.03	 
	Event of Default	6.01	 
	Judgment Currency	10.15	(a) 
	mandatory sinking fund payment	3.05	 
	optional sinking fund payment	3.05	 
	Paying Agent	2.05	 
	record date	2.04	 
	Registrar	2.05	 
	Required Currency	10.15	(a)
	Security Register	2.05	 
	self-liquidating paper	7.03	 
	sinking fund payment date	3.05	 
	Surviving Entity	5.01	(a)
	tranche	2.14	 



 


Section 1.03.  
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this Indenture. The following terms used in this Indenture that are
defined by the Trust Indenture Act have the following meanings:


 




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“indenture securities” means
the Securities;


 


“indenture security holder”
means a Holder or a Securityholder;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee” or “institutional
trustee” means the Trustee; and


 


“obligor” on the indenture
securities means the Company or any other obligor on the Securities.


 


All other terms used in this Indenture that are
defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them therein.


 


Section 1.04.  
Rules of Construction. Unless the context otherwise requires:


 


(a)  
an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;


 


(b)  
words in the singular include the plural, and words in the plural include the singular;


 


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


 


(d)  
all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and


 


(e)  
use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed
to include, where appropriate, the other pronouns.


 


ARTICLE
2

THE SECURITIES


 


Section 2.01.  
Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture)
as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may
have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the
Officers executing such Securities as evidenced by their execution of the Securities.


 


Section 2.02.  
Execution and Authentication. Two Officers shall execute the Securities for the Company by facsimile or manual signature in
the name and on behalf of the Company. If an Officer whose signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.


 


The Trustee, at the expense of the Company, may
appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by
such Authenticating Agent.


 


A Security shall not be valid until the Trustee
or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.


 




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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 the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to
receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying
upon, unless and until such documents have been superseded or revoked:


 


(a)  
any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms
and terms of the Securities of that series were established;


 


(b)  
an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and
terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with
such procedures as shall be referred to therein, established in compliance with this Indenture; and


 


(c)  
an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been,
or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established
in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized
and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers
thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering
such other matters as shall be specified therein and as shall be reasonably requested by the Trustee.


 


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 which is not reasonably acceptable to the Trustee.


 


Notwithstanding the provisions of Sections 2.01
and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’
Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof
and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series.


 


If the Company shall establish pursuant to Section 2.03
that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the
Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form
and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s
instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following
effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not
be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the


 




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Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.”


 


Section 2.03.  
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.


 


The Securities may be issued in one or more series
and each such series shall rank equally and pari passu with the Securities of each other series, but all Securities hereunder shall be
subordinate and junior in right of payment, to the extent and manner set forth in Article 11, to all Senior Indebtedness. There shall
be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities
of any series, subject to the last sentence of this Section 2.03,


 


(a)  
the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all
other series;


 


(b)  
any limit upon the aggregate Principal amount of the Securities of the series that may be authenticated and delivered under this
Indenture and any limitation on the ability of the Company to increase such aggregate Principal amount after the initial issuance of the
Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, or upon redemption of, other Securities of the series pursuant hereto);


 


(c)  
the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);


 


(d)  
the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any,
the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record shall be taken
for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;


 


(e)  
if other than as provided in Section 4.02, the place or places where the Principal of and any interest on Securities of the
series shall be payable, any Securities of the series may be surrendered for exchange, and notices and demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served;


 


(f)  
the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods
within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant
to any sinking fund or otherwise;


 


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


 


(h)  
if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which Securities of the
series shall be issuable;


 


(i)  
if other than the 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;


 


(j)  
if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment
of the Principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest
on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the
Securities of the series are denominated, the manner in which such amounts shall be determined;


 




    7 


     


    

(k)  
if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which
payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies
shall be valued against other currencies in which any other Securities shall be payable;


 


(l)  
whether the Securities of the series or any portion thereof will be issuable as Registered Global Securities;


 


(m)  
whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other
security;


 


(n)  
whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who
is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem such Securities rather than pay such additional amounts;


 


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


 


(p)  
any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect
to the Securities of the series;


 


(q)  
provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than
all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination
of the foregoing) the provisions of Article 8;


 


(r)  
if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities, the identity of the
Depositary or common Depositary for such Registered Global Security or Securities;


 


(s)  
any other or alternative Events of Default or covenants with respect to the Securities of the series; and


 


(t)  
any other terms of the Securities of the series.


 


All Securities of any one series shall be substantially
identical, except as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by
or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to
be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in
such Board Resolution or supplemental indenture.


 


Unless otherwise expressly provided with respect
to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.


 


Section 2.04.  
Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable in denominations
established as contemplated by Section 2.03 or, if not so established with respect to Securities of any series, in denominations
of $2,000 and any higher integral multiple of $1,000. The Securities of each series shall be numbered, lettered or otherwise distinguished
in


 




    8 


     


    

such manner or in accordance with such plan as the
Officers of the Company executing the same may determine, as evidenced by their execution thereof.


 


Unless otherwise specified with respect to a series
of Securities, each Security shall be dated the date of its authentication. The Securities of each series shall bear interest, if any,
from the date, and such interest shall be payable on the dates, established as contemplated by Section 2.03.


 


The person in whose name any Security of any series
is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date
for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer
or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13
shall apply. The term “record date” as used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series
established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth day next preceding such interest
payment date, whether or not such record date is a Business Day.


 


Section 2.05.  
Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may be presented
for registration, registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities
may be presented for payment (the “Paying Agent”), which shall be in the United States of America. The Company shall
cause the Registrar to keep a register of the Securities and of their registration, transfer and exchange (the “Security Register”).
The Company may have one or more additional Paying Agents or transfer agents with respect to any series.


 


The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture and the Trust Indenture
Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any
change in the name or address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.
The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective
until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered
into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall
serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any
Affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company nor an Affiliate of the Company shall
act as Paying Agent in connection with the defeasance of the Securities or the discharge of this Indenture under Article 8.


 


The Company initially appoints the Trustee as
Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available
to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and
addresses of the Holders as they appear in the Security Register.


 


Section 2.06.  
Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date of any Principal or
interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such
Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent
shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment
of Principal of and interest on such Securities and shall promptly notify the Trustee of any default by the Company in making any such
payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed,
and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying
Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no
further liability for the money so paid over to the Trustee. If the Company or any affiliate of the Company acts as Paying Agent, it
will, on or before each due date of any


 




    9 


     


    

Principal of or interest on any Securities, segregate
and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest so
becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly
notify the Trustee in writing of its action or failure to act as required by this Section.


 


Section 2.07.  
Transfer and Exchange. At the option of the Holder thereof, Securities of any series (other than a Registered Global Security,
except as set forth below) may be exchanged for a Security or Securities of such series and tenor having authorized denominations and
an equal aggregate Principal amount, upon surrender of such Securities to be exchanged at the agency of the Company that shall be maintained
for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. Upon surrender for registration of transfer of any Security of
a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment,
if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations
and of like tenor and aggregate Principal amount.


 


All Securities presented for registration of transfer,
exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing.


 


The Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities.
No service charge shall be made for any such transaction.


 


Notwithstanding any other provision of this Section 2.07,
unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing
all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for any Registered
Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global
Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the
Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor
Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s
order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver certificated
Securities of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of
such Registered Global Securities, in exchange for such Registered Global Securities.


 


The Company may at any time and in its sole discretion
and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained
in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication
and delivery of definitive Securities of such series and tenor, will authenticate and deliver, certificated Securities of such series
and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities,
in exchange for such Registered Global Securities.


 


Any time the Securities of any series are not
in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a
reasonable supply of


 




    10 


     


    

certificated Securities without the legend required
by Section 2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms
of this Indenture.


 


If established by the Company pursuant to Section 2.03
with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global
Security in exchange in whole or in part for Securities of the same series and tenor in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without
service charge,


 


(a)  
to the Person specified by such Depositary new certificated Securities of the same series and tenor, of any authorized denominations
as requested by such Person, in an aggregate Principal amount equal to and in exchange for such Person’s beneficial interest in
the Registered Global Security; and


 


(b)  
to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the Principal amount
of the surrendered Registered Global Security and the aggregate Principal amount of certificated Securities authenticated and delivered
pursuant to clause (a) above.


 


Certificated Securities issued in exchange for
a Registered Global Security pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations
as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as
directed by the Persons in whose names such Securities are so registered.


 


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


 


The Registrar shall not be required (i) to
issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before a selection of such
Securities to be redeemed or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part.


 


Section 2.08.  
Replacement Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee
shall authenticate and deliver, in exchange for such mutilated Security, a new Security of the same series and of like tenor and Principal
amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and Principal
amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security (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 may be required by them to save each of them and any agent of any of them
harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of
the destruction, loss or theft of such Security and the ownership thereof.


 




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


 


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


 


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


 


Section 2.09.  
Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee
except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and
those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder
in due course.


 


If the Paying Agent (other than the Company or
an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient
to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding
and interest on them shall cease to accrue.


 


A Security does not cease to be outstanding because
the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the
requisite Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned
shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for
loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee
is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities,
uncontrolled by the Company or by any such affiliate.


 


Section 2.10.  
Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive
Securities of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate by the
Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities. If temporary Securities of
any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Securities of any series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series and tenor upon surrender of such temporary Securities at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal amount of
definitive Securities of such series and tenor and authorized denominations. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as definitive Securities of such series.


 


Section 2.11.  
Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation
any Securities previously


 




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authenticated hereunder which the Company has not
issued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Securities surrendered to them
for transfer, exchange or payment. The Trustee shall cancel and dispose of in accordance with its customary procedures all Securities
surrendered for transfer, exchange, payment or cancellation and shall deliver a certificate of disposition to the Company. The Company
may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.


 


Section 2.12.  
CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,” “ISIN” and/or “CINS”
numbers (if then generally in use), and the Trustee shall use CUSIP numbers, ISIN numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption or exchange.


 


Section 2.13.  
Defaulted Interest. If the Company defaults in a payment of interest on the Securities, it shall pay, or shall deposit with
the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest
payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to Section 2.03) to the Persons
who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed by the Company for the
payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before such special record date, the Company
shall mail to each Holder of such Securities and to the Trustee a notice that states the special record date, the payment date and the
amount of defaulted interest to be paid.


 


Section 2.14.  
Series May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”)
of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the Securities  within each such tranche shall have
identical terms, including authentication date and public offering price. Notwithstanding any other provision of this Indenture, with
respect to Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05,
4.02, 6.01 through 6.14, 8.01 through 8.07, 9.02 and 10.07, if any series of Securities includes more than one tranche, all provisions
of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities
in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant
to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections
which provide for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit
such action to be taken instead only with respect to Securities of one or more tranches within that series (and such provisions shall
be deemed satisfied thereby), even if no comparable action is taken with respect to Securities in the remaining tranches of that series.


 


ARTICLE
3

REDEMPTION


 


Section 3.01.  
Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series that are
redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.


 


Section 3.02.  
Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed
as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid,
at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their
last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series


 




    13 


     


    

designated for redemption as a whole or in part,
shall not affect the validity of the proceedings for the redemption of any other Security of such series.


 


The notice of redemption to each such Holder shall
specify the Principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP numbers of the Securities to
be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the manner of calculation thereof, the
place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be
paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease
to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the Principal
amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of such series and tenor in Principal amount equal to the unredeemed portion thereof will be issued.


 


The notice of redemption of Securities of any
series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company.


 


On or before 10:00 a.m. New York City time
on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee
or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided
in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption
at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of the outstanding Securities
of a series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption
may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the
Trustee) an Officers’ Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities
of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption
may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the
Trustee) an Officers’ Certificate stating the aggregate Principal amount of such Securities to be redeemed. In the case of any redemption
of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere
in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities
or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers’ Certificate evidencing compliance with such restriction or condition.


 


If less than all the Securities of a series are
to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, Securities of such
series to be redeemed in whole or in part. Securities may be redeemed in part in Principal amounts equal to authorized denominations for
Securities of such series. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption
and, in the case of any Securities of such series selected for partial redemption, the Principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the portion of the Principal amount of such Security which has
been or is to be redeemed.


 


Section 3.03.  
Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions
of Securities 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 on and after such date (unless the Company shall
default in the payment of such Securities at the redemption price, together with interest accrued to such date) interest on the Securities
or portions of Securities so called for redemption shall cease to accrue, and, except as provided in Sections 7.12 and 8.02, such Securities
shall cease from and after the date fixed for


 




    14 


     


    

redemption to be entitled to any benefit under this
Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified
in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior
to the date fixed for redemption shall be payable to the Holders registered as such on the relevant record date subject to the terms and
provisions of Sections 2.04 and 2.13 hereof.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security.


 


Upon presentation of any Security of any series
redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Company, a new Security or Securities of such series and tenor, of authorized denominations, in Principal amount
equal to the unredeemed portion of the Security so presented.


 


Section 3.04.  
Exclusion of Certain Securities from Eligibility for Selection for Redemption. Unless otherwise provided with respect to any
series of Securities, Securities shall be excluded from eligibility for selection for redemption if they are identified by registration
and certificate number in a written statement signed by an authorized Officer of the Company and delivered to the Trustee at least 40
days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged
or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company.


 


Section 3.05.  
Mandatory and Optional Sinking Funds. 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 the Securities of any series is herein referred to as an “optional sinking fund payment.”
The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date.”


 


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive
credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional
sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.


 


On or before the sixtieth day next preceding each
sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the
Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment
of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating
that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment
of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and
(d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such
series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next
succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order
for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered
for cancellation


 




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pursuant to Section 2.11 to the Trustee with
such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall
be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or
delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company,
on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall
not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option
to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment
with respect to such series as provided in this Section.


 


If the sinking fund payment or payments (mandatory
or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking
fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any
series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at
the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall
be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000
(or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking
fund payment date a sufficient Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested
in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected.
Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate
number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified
in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control
with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing)
shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02
(and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company.
The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of
this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier,
if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities
of such series at maturity.


 


On or before 10:00 a.m. New York City time
on each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.


 


The Trustee shall not redeem or cause to be redeemed
any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where
the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under
Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04
or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be
applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.


 




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ARTICLE
4

COVENANTS


 


Section 4.01.  
Payment of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in the manner
provided in the Securities and this Indenture. The interest on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to the Holders thereof (subject to Section 2.04) and at the option of the Company
may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they
appear on the Security Register of the Company.


 


Notwithstanding any provisions of this Indenture
and the Securities of any series to the contrary, if the Company and a Holder of any Security so agree, payments of interest on, and any
portion of the Principal of, such Holder’s Security (other than interest payable at maturity or on any redemption or repayment date
or the final payment of Principal on such Security) shall be made by the Paying Agent, upon receipt from the Company of immediately available
funds by 11:00 A.M., New York City time (or such other time as may be agreed to between the Company and the Paying Agent), directly to
the Holder of such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee
15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments
shall be so made and in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same Principal amount as the unredeemed Principal amount of the Securities surrendered. The Trustee shall be entitled
to rely on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days
prior to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability
or expense (including attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such Holder in
connection with any such agreement or from making any payment in accordance with any such agreement.


 


The Company shall pay interest on overdue Principal,
and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Securities.


 


Section 4.02.  
Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where Securities
may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The Company hereby initially designates [ ], as such office
or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 10.02.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the United States of America for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 


Section 4.03.  
Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the Trust
Indenture Act (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on the Securities,
as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing, within thirty
days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished.


 




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Section 4.04.  
Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than four months after
the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements
required by Section 10.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance
of the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period
of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture
Act.


 


Section 4.05.  
Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company files the same
with the Commission, copies of the annual reports and of the information, documents, and other reports which the Company may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.


 


Section 4.06.  
Additional Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to
the first interest payment date with respect to that series of Securities and at least 10 days prior to each date of payment of Principal
of or interest on the Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such paying agent whether such payment of Principal of or interest on the Securities of that
series shall be made to Holders of the Securities of that series without withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then
such Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to
such Holders and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company
shall pay to the Trustee or such paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify
the Trustee and any paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


 


Whenever in this Indenture there is mentioned,
in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such
mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby
or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as
excluding the payment of additional amounts in those provisions hereof where such express mention is not made.


 


ARTICLE
5

SUCCESSOR CORPORATION


 


Section 5.01.  
When Company May Merge, Etc. Unless otherwise provided pursuant to Section 2.03 in connection with the establishment
of a series, the Company shall not consolidate or combine with, merge with or into, directly or indirectly, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its property and assets to any Person or Persons in a single transaction
or through a series of transactions unless:


 


(a)  
the Company shall be the continuing Person or, if the Company is not the continuing Person, the resulting, surviving or transferee
Person (the “Surviving Entity”) is a company organized and existing under the laws of any member state of the European
Union or the United States of America or any State or territory thereof;


 


(b)  
the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture, and
shall, if required by law to effectuate the assumption, execute supplemental indentures which shall be delivered to the Trustee and shall
be in form and substance reasonably satisfactory to the Trustee;


 




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(c)  
immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default has occurred and
is continuing; and


 


(d)  
the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating
that (x) the transaction or series of transactions and such supplemental indenture, if any, complies with this Section 5.01,
(y) such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving Entity
enforceable against such Surviving Entity in accordance with its terms, subject to customary exceptions and (z) all conditions precedent
in this Indenture relating to the transaction or series of transactions have been satisfied.


 


Section 5.02.  
Successor Substituted. Upon any consolidation, combination or merger, or any sale, assignment, conveyance, transfer, lease
or other disposition of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this
Indenture, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such Surviving Entity had been named as the Company herein and thereafter the predecessor Person,
except in the case of (x) a lease or (y) any sale, assignment, conveyance, transfer, lease or other disposition to one or more
Subsidiaries of the Company, shall be discharged from all obligations and covenants under this Indenture and the Securities.


 


ARTICLE
6

DEFAULT AND REMEDIES


 


Section 6.01.  
Events of Default. An “Event of Default” shall occur with respect to the Securities of any series if:


 


(a)  
the Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable at maturity,
upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;


 


(b)  
the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such
default continues for a period of 30 days;


 


(c)  
the Company defaults in the performance of or breaches any other covenant or agreement of the Company in this Indenture with respect
to any Security of such series or in the Securities of such series (other than a covenant or agreement in respect of which noncompliance
by the Company would otherwise be an Event of Default) and such default or breach continues for a period of 90 consecutive days or more
after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate Principal
amount of the Securities of all series affected thereby specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder;


 


(d)  
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or ordering
the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive
days;


 


(e)  
the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for
all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors;
or


 




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(f)  
any other Event of Default established pursuant to Section 2.03 with respect to the Securities of such series occurs.


 


Section
6.02.   Acceleration.


 


(a)  
If an Event of Default other than as described in clauses (d) or (e) of Section 6.01 with respect to the Securities
of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the
Principal of which 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 all such series then outstanding hereunder in respect of which an Event of Default has occurred (all such
series voting together as a single class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare
the entire Principal (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the Principal amount
as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of the affected series, and
the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately
due and payable.


 


(b)  
If an Event of Default described in clause (d) or (e) of Section 6.01 occurs and is continuing, then the Principal
amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as may be specified in the terms thereof
established pursuant to Section 2.03) of all the Securities then outstanding and interest accrued thereon, if any, shall be and become
immediately due and payable, without any declaration, notice or other action by any Holder or the Trustee, to the full extent permitted
by applicable law.


 


The foregoing provisions, however, are subject
to the condition that if, at any time after the Principal (or, if the Securities are Original Issue Discount Securities, such portion
of the Principal as may be specified in the terms thereof established pursuant to Section 2.03) of the Securities of any series (or
of all the Securities, as the case may be) shall have been so declared or become 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 Company shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of each such series (or of all the Securities,
as the case may be) and the Principal of any and all Securities of each such series (or of all the Securities, as the case may be) which
shall have become due otherwise than by acceleration (with interest upon such Principal and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit)
and such amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default
under the Indenture, other than the non-payment of the Principal of and interest on Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate
Principal amount of all the then outstanding Securities of all such series that have been accelerated (voting as a single class), by written
notice to the Company and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Securities,
as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right consequent thereon.


 


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


 




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Section 6.03.  
Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and is continuing,
the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to
collect the payment of Principal of and interest on the Securities of such series or to enforce the performance of any provision of the
Securities of such series or this Indenture.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Securities or does not produce any of them in the proceeding.


 


Section 6.04.  
Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in Principal amount (or,
if the Securities are Original Issue Discount Securities, such portion of the Principal as is then accelerable under Section 6.02)
of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default
or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of Principal
of or interest on any Security as specified in clauses (a) or (b) of Section 6.01 or in respect of a covenant or provision
of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Upon any
such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.


 


Section 6.05.  
Control by Majority. Subject to Sections 7.01 and 7.02(e), the Holders of at least a majority in aggregate Principal amount
(or, if any Securities are Original Issue Discount Securities, such portion of the Principal as is then accelerable under Section 6.02)
of the outstanding Securities of all series affected (voting as a single class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities
of such series by this Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights
of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper
that is not inconsistent with any directions received from Holders of Securities pursuant to this Section 6.05.


 


Section 6.06.  
Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise, with respect
to this Indenture or the Securities of such series, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:


 


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


 


(b)  
the Holders of at least 25% in aggregate Principal amount of outstanding Securities of all such series affected shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


(e)  
during such 60-day period, the Holders of a majority in aggregate Principal amount of the outstanding Securities of all such affected
series have not given the Trustee a direction that is inconsistent with such written request.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over such other Holder.


 




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Section 6.07.  
Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a
Security to receive payment of Principal of or interest, if any, on such Holder’s Security on or after the respective due dates
expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.


 


Section 6.08.  
Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal or
interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified in the
terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of, and accrued interest remaining
unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in such Securities, and such further amount as shall be sufficient to cover all amounts owing the Trustee
under Section 7.07.


 


Section 6.09.  
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under Section 7.07) and
the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its creditors or its
property and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon
conversion or exchange of the Securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it under Section 7.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or
consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.10.  
Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities of
any series 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 interest, upon presentation of the several Securities in respect of which moneys have been collected
and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented
Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 7.07 applicable to the Securities of such series in respect of which moneys have been collected;


 


SECOND: In case the Principal of the Securities
of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest
on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest
or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably
to the persons entitled thereto, without discrimination or preference;


 


THIRD: In case the Principal of the Securities
of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the
whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal,
and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series;
and in case such moneys shall be


 




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insufficient to pay in full the whole amount so due
and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield to Maturity, without preference
or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any installment
of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably
to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity; and


 


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


 


Section 6.11.  
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders
shall be restored to their former positions hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


Section 6.12.  
Undertaking for Costs. 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, in either case in respect to the Securities of any series, a court may
require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit
having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not
apply to a suit by a Holder pursuant to Section 6.07, a suit instituted by the Trustee or a suit by Holders of more than 10% in
Principal amount of the outstanding Securities of such series.


 


Section 6.13.  
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 6.14.  
Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


ARTICLE
7

TRUSTEE


 


Section 7.01.  
General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein.
Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless
it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Article 7.


 


Section 7.02.  
Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):


 


(a)  
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’
Certificate, Opinion of Counsel (or both), statement, instrument, opinion,


 




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report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed
or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;


 


(b)  
before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which
shall conform to Section 10.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections 7.01 and
7.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence
or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof;


 


(c)  
the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care;


 


(d)  
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee
by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


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


 


(f)  
the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05
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;


 


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


 


(h)  
prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’ Certificate,
Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority
in aggregate Principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to proceeding.


 


Section 7.03.  
Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may
do the same with like rights.


 




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However, the Trustee is subject to Trust Indenture
Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:


 


(a)  
“cash transaction” means any transaction in which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand;
and


 


(b)  
“self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated
or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or
the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 


Section 7.04.  
Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of
authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility for the
correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or adequacy of
this Indenture or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds from the
Securities.


 


Section 7.05.  
Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such Default
is known to the actual knowledge of a Responsible Officer with the Corporate Trust Office of the Trustee, the Trustee shall give to each
Holder of Securities of such series notice of such Default within 90 days after it occurs to all Holders of Securities of such series
in the manner and to the extent provided in Section 313(a) of the Trust Indenture Act, unless such Default shall have been
cured or waived before the mailing of such notice; provided, however, that, except in the case of a Default in the payment of the Principal
of or interest on any Security, the Trustee shall be protected in withholding such notice if the Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders.


 


Section 7.06.  
Reports by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required
by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of
this Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).


 


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


 


Section 7.07.  
Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing from
time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express
trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include the reasonable compensation and
expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other persons not regularly in their employ.


 


The Company shall indemnify the Trustee and any
predecessor Trustee for, and hold them harmless against, any loss or liability or expense incurred by them without negligence or bad faith
on their part arising out of or in connection with the acceptance or administration of this Indenture and the Securities or the issuance
of the Securities or of series thereof or the trusts hereunder and the performance of duties


 




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under this Indenture and the Securities, including
the costs and expenses of defending themselves against or investigating any claim or liability and of complying with any process served
upon them or any of their officers in connection with the exercise or performance of any of their powers or duties under this Indenture
and the Securities.


 


To secure the Company’s payment obligations
in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee,
in its capacity as Trustee, except money or property held in trust to pay Principal of, and interest on particular Securities.


 


The obligations of the Company under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge
of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior
claim 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, and the Securities are hereby subordinated to such senior claim. Without prejudice to
any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event
of Default under Section 6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by their acceptance
of the Securities hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.


 


Section 7.08.  
Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and
appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08.


 


The Trustee may resign as Trustee with respect
to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in Principal amount of the
outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the
Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the
Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11
of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed as Trustee
with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series
for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee
takes office, the Holders of a majority in Principal amount of the outstanding Securities of such series may appoint a successor Trustee
in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the
Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in Principal amount of the outstanding Securities
of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.


 


The Company shall give notice of any resignation
and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of
the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.


 


Notwithstanding replacement of the Trustee with
respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under
Section 7.07 shall continue for the benefit of the retiring Trustee.


 




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Section 7.09.  
Acceptance of Appointment by Successor. 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 payment of its charges and subject
to the lien provided for in Section 7.07, 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.


 


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


 


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 the first or second preceding paragraph, as the case may be.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be eligible under this Article and qualified under Section 310(b) of
the Trust Indenture Act.


 


Section 7.10.  
Successor Trustee By Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation
or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee herein.


 


Section 7.11.  
Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section 310(a).
The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report
of condition.


 


Section 7.12.  
Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree
in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required
by law and except for money held in trust under Article 8 of this Indenture.


 




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ARTICLE
8

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


 


Section 8.01.  
Satisfaction and Discharge of Indenture. If at any time (a) (i) all Securities of any series issued that have been
authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities of such series
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08); or (ii) all the
Securities of any series issued that have not been delivered by the Company 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 by such Trustee in the Company’s name and at the Company’s
expense, the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in
cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government
Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment
of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities
of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced
or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including Principal and interest
due or to become due on or prior to such date of maturity or redemption as the case may be; (b) the Company has paid or caused to
be paid all other sums then due and payable under this Indenture; and (c) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and
discharge of this Indenture pursuant to this Section 8.01 have been complied with, then this Indenture shall cease to be of further
effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities
of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Securities, (iii) rights of holders to receive payments of Principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments,
if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such
series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee,
on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company,
shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided
that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them
shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the
Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred
and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture
or the Securities of such series.


 


Section 8.02.  
Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 8.04, all moneys (including U.S.
Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section 8.01, Section 8.05 or Section 8.06
shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the particular
Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for Principal and interest; but such money need not be segregated from other funds except to the extent required
by law.


 


Section 8.03.  
Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series
of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys.


 


Section 8.04.  
Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee
or any paying agent for the payment of the Principal of or


 




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interest on any Security of any series and not applied
but remaining unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall, upon
the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look
only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease.


 


Section 8.05.  
Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations
in respect of the Securities of any series, after the deposit referred to in clause (i) hereof has been made, and the provisions
of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of Holders of the Securities of such
series to receive payments of Principal thereof, premium thereto, and interest thereon, upon the original stated due dates therefor,
(b) the Company’s obligations with respect to the issuance of temporary Securities and the registration of transfer with respect
to the Securities of such series, the Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost
or stolen Securities of such series and the maintenance of an office or agency for payment for security payments held in trust pursuant
to clause (i) hereof, (c) the rights, obligations and immunities of the Trustee hereunder, and (d) the defeasance provisions
contained in Article 8 of this Indenture; provided that the following conditions shall have been satisfied:


 


(i)  
with reference to this Section 8.05 the Company irrevocably has deposited or caused to be deposited with the Trustee (or another
qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, for the purposes of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series,
(A) money in an amount, (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof
in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or
(y) of this clause (i), or (C) a combination thereof, in each case sufficient, in the written opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without
consideration of reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof,
and which shall be applied by the Trustee to pay and discharge (x) all of the Principal of, premium, if any, and each installment
of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any
mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are
due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series;


 


(ii)  
the Company has delivered to the Trustee an Opinion of Counsel to the effect that, under then applicable U.S. federal income tax
law, Holders of Securities of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the Company’s
exercise of its option under this Section 8.05 and will be subject to U.S. federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;


 


(iii)  
no Default under either clause (d) or clause (e) of Section 6.01 shall have occurred and be continuing at such time;


 


(iv)  
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and
discharge;


 




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(v)  
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge under this Section 8.05 have been complied with; and


 


(vi)  
if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund
payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made.


 


Section 8.06.  
Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and
this Indenture will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(s) and clause
(c) and clause (f) (with respect to any covenants established pursuant to Section 2.03(s)) of Section 6.01 shall
be deemed not to constitute a Default or an Event of Default with respect to Securities of any series, if:


 


(a)  
with reference to this Section 8.06, the Company has irrevocably deposited or caused to be deposited with the Trustee (or
another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, for the purposes of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of the Securities of such series,
(i) money in an amount, (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof
in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or
(y) of this clause (a), or (iii) a combination thereof, in each case sufficient, in the written opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without
consideration of reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof,
and which shall be applied by the Trustee to pay and discharge (x) all of the Principal of, premium, if any, and each installment
of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any
mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are
due and payable in accordance with the terms of the Securities of such series and the Indenture with respect to the Securities of such
series;


 


(b)  
the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders of Securities of such series will not
recognize gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.06
and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;


 


(c)  
no Default with respect to the outstanding Securities of such series shall have occurred and be continuing at the time of such
deposit immediately after giving effect to such deposit;


 


(d)  
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and
discharge;


 


(e)  
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under this Section have been complied with; and


 


(f)  
if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund
payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made.


 


Section 8.07.  
Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance with
Article 8 by reason of any legal proceeding or by reason of


 




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any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee
or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with Article 8; provided, however,
that if the Company has made any payment of Principal of or interest on any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the monies or U.S. Government
Obligations held by the Trustee or paying agent.


 


Section 8.08.  
Indemnity. The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.08 and Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or assessed against
the U.S. Government Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or interest received in respect
thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Securities.


 


Section 8.09.  
Excess Funds. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon request of the Company, any money or U.S. Government Obligations  (or other property and any proceeds
therefrom) held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect a discharge or defeasance, as applicable, in accordance with this Article 8.


 


Section 8.10.  
Qualifying Trustee. Any trustee appointed pursuant to Section 8.05 or 8.06 for the purpose of holding money or U.S. Government
Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee and shall provide
to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent
provided for herein to the related defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions
of said trustee.


 


ARTICLE
9

AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section 9.01.  
Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of any series
without notice to or the consent of any Holder:


 


(a)  
to cure any ambiguity, defect or inconsistency in this Indenture;


 


(b)  
to comply with Article 5;


 


(c)  
to maintain the qualification of this Indenture under the Trust Indenture Act;


 


(d)  
to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor
Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.09;


 


(e)  
to establish the form or forms or terms of Securities of any series as permitted by Section 2.03;


 


(f)  
to provide for uncertificated Securities and to make all appropriate changes for such purpose;


 


(g)  
to conform any provision to the applicable corresponding provision set forth in the offering document for the offering of such
series of Securities; and


 


(h)  
to make any change that does not materially and adversely affect the rights of any Holder.


 




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Section 9.02.  
With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee
may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in Principal amount of
the outstanding Securities of each series affected by such amendment (all such series voting together as a single class), and the Holders
of a majority in Principal amount of the outstanding Securities of each series affected thereby (all such series voting together as a
single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the
Securities of such series.


 


Notwithstanding the provisions of this Section 9.02,
without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:


 


(a)  
change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s
Security,


 


(b)  
reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);


 


(c)  
reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture
with respect to the Securities of the relevant series; and


 


(d)  
reduce the percentage in Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required
for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their
consequences provided for in this Indenture.


 


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


 


It shall not be necessary for the consent of any
Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient
if such consent approves the substance thereof.


 


After an amendment, supplement or waiver under
this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.03.  
Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the Security
of the consenting Holder, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder
may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective only if the Trustee receives
the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall
become effective with respect to any Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders
of outstanding Securities affected thereby.


 


The Company may, but shall not be obligated to,
fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of consents) for the purpose of determining
the Holders of the Securities of any series affected entitled to consent to any amendment, supplement or waiver. If a record date is fixed,
then, notwithstanding the immediately preceding paragraph, those Persons who were


 




    32 


     


    

such Holders at such record date (or their duly designated
proxies) and only those Persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously
given, whether or not such Persons continue to be such Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.


 


After an amendment, supplement or waiver becomes
effective with respect to the Securities of any series affected thereby, it shall bind every Holder of such Securities unless it is of
the type described in any of clauses (a) through (d) of Section 9.02. In case of an amendment or waiver of the type described
in clauses (a) through (d) of Section 9.02, the amendment or waiver shall bind each such Holder who has consented to it
and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting Holder.


 


Section 9.04.  
Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the Trustee
may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the
changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such series thereafter
authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.


 


Section 9.05.  
Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized
or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required and stating that
such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated to, execute any such amendment, supplement
or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.06.  
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


ARTICLE
10

MISCELLANEOUS


 


Section 10.01. 
Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act
that are required to be part of and to govern indentures qualified under the Trust Indenture Act.


 


Section 10.02. 
Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person, when received
or (b) if mailed by first class mail, 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile transmission,
when transmission is confirmed, in each case addressed as follows:


 


if to the Company:


 


Vitru Limited

Rodovia José Carlos Daux, 5500

Torre Jurerê A, 2nd floor

Saco Grande, Florianópolis, State of Santa Catarina

88032-005, Brazil





Facsimile: [             ] 


Attention: [  
        ]




 




    33 


     


    

if to the Trustee:


 





[·] 


[·]





[·] 


Facsimile: [·]





Attention: [·]


 


The Company or the Trustee by written notice to
the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication shall be sufficiently
given to Holders by mailing to such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall be sufficiently
given if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee
and each Agent at the same time.


 


Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise provided in this Indenture,
if a notice or communication is mailed in the manner provided in this Section 10.02, it is duly given, whether or not the addressee
receives it.


 


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


 


In case it shall be impracticable to give notice
as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


Section 10.03. 
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:


 


(a)  
an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


 


(b)  
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 10.04. 
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate required by Section 4.04) shall include:


 


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


 


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


 


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


 




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(d)  
a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided,
however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of
public officials.


 


Section 10.05. 
Evidence of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security Register for such series as the absolute owner of such Security (whether
or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Security and for all
other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to
the contrary.


 


Section 10.06. 
Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.


 


Section 10.07. 
Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any date for
payment of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment of Principal of or
interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at
any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of such payment for
the period from and after such date.


 


Section 10.08. 
Governing Law. The laws of the State of New York shall govern this Indenture and the Securities.


 


Section 10.09. 
No Adverse Interpretation of Other Agreement. This Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Indenture.


 


Section 10.10. 
Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.


 


Section 10.11. 
Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.


 


Section 10.12. 
Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.13. 
Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.


 


Section 10.14. 
Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security, or because
of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder,
officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for the issue of the Securities.


 




    35 


     


    

Section 10.15. 
Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Principal of or interest
on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a Business Day, then, to the extent permitted by applicable law, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the Business Day preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender,
or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short
of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained
for any other sum due under this Indenture.


 


Section 10.16. 
Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE 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 TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 10.17. 
Force Majeure. 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.


 


ARTICLE
11

SUBORDINATION


 


Section 11.01. 
Agreement to Subordinate. The Company covenants and agrees, and each Holder of a Security issued hereunder, by his acceptance
thereof, likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article; and each Person
holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the principal
of and interest on all Securities issued hereunder shall, to the extent and in the manner herein set forth, be subordinated and subject
in right of payment to the prior payment in full of all Senior Indebtedness, and that the subordination is for the benefit of the holders
of the Senior Indebtedness.


 


Section 11.02. 
Payments to Securityholders. As to each series of Securities, if any, issued hereunder, in the event (a) of any insolvency
or bankruptcy proceedings, or any receivership, dissolution, winding-up, total or partial liquidation, reorganization or other similar
proceedings in respect of the Company or a substantial part of its property, whether voluntary or involuntary, or (b) that (i) a
default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable with
respect to any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of
principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined in such Senior Indebtedness
or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof,
and such default or event of default shall not be cured or was continued beyond the period of grace, if any, in respect thereof, and
such default or event of default shall not have been waived or shall not have ceased to exist, or


 




    36 


     


    

(c) separately with respect to each series of
Securities, that the principal of and accrued interest on such Securities shall have been declared due and payable pursuant to Section 6.01
and such declaration shall not have been rescinded and annulled as provided in Section 6.01, then the holders of all Senior Indebtedness
shall first be entitled to receive payment in full of all amounts due or to become due thereon, or provision shall be made, in accordance
with the terms of such Senior Indebtedness, for such payment in money or money’s worth, before the Holders of such series of Securities
are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by such series of Securities,
including, without limitation, any payments made pursuant to Article 3, or any cash payments to purchase such series of Securities
at the option of the Holders thereof.


 


Upon any such insolvency or bankruptcy proceeding,
receivership, dissolution, winding-up, total or partial liquidation, reorganization, or other similar proceeding referred to in clause
(a) of the immediately preceding paragraph, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except
for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution or, to the extent required by the next succeeding paragraph, by the Holders of the Securities
or the Trustee, if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness evidenced
by the Securities (including any cash payments to repurchase such Securities at the option of the Holders thereof) or to the Trustee under
this Indenture.


 


In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by
the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Securities before
all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at
or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held
in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until
all such Senior Indebtedness shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness.


 


For purposes of this Article only, the words,
“cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment
of which is subordinated (at least to the extent provided in this Article with respect to the Securities) to the payment of all Senior
Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if
any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness
are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company
with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance
or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article 5
shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 5. Nothing in
this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as expressly provided
therein. This Section shall be subject to the further provisions of Section 11.05.


 




    37 


     


    

Section 11.03. 
Subrogation. Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities subject to the provisions
of Section 11.02 shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express
terms are subordinated to Senior Indebtedness of the Company to the same extent as the Securities are subordinated and which are entitled
to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to the Senior Indebtedness until the principal of and interest on such Securities shall be paid
in full; and, for the purpose of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of such Securities or the Trustee on their behalf would be entitled except for the provisions
of this Article, and no payment over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders
of such Securities or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness
and the Holders of such Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments
or distributions of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provision
of this Article, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company
to or for the account of such Securities. The provisions of this Article are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand.


 


Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall impair, as between the issuer, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to
the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights against the Company of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security
or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets of
the Company referred to in this Article, the Trustee, subject to the provisions of Section 7.01 and Section 7.02, and the Holders
of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such insolvency,
bankruptcy, dissolution, winding-up, liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to
the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of
the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.


 


Section 11.04. 
Authorization by Securityholders. Each Holder of a Security by his acceptance thereof authorizes the Trustee on his behalf
to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.


 


Section 11.05. 
Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to
the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities
pursuant to the provisions of this Article. Regardless of anything to the contrary contained in this Article or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of
default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of monies to or
by the Trustee in respect of the Securities, unless and until the Trustee shall have received notice in writing (which may be by telegram,
telecopy or other similar writing) at its Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or
agent of a holder of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or agent, or by the trustee under


 




    38 


     


    

any indenture pursuant to which Senior Indebtedness
shall be outstanding, and, prior to the receipt of any such written notice, the Trustee shall, subject to Section 7.01 and Section 7.02,
be entitled to assume that no such facts exist; provided that if on a date at least two Business Days prior to the date upon which by
the terms hereof any such monies shall become payable for any purpose (including, without limitation, the payment of the principal of
or interest on any Security) the Trustee shall not have received with respect to such monies the notice provided for in this Section,
then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by
it on or after such prior date.


 


Regardless of anything to the contrary herein
(but subject, in the case of clause (a) of this paragraph, to the second paragraph of Section 11.02), nothing shall prevent
(a) any payment by the Company or the Trustee to the Securityholders of amounts in connection with a redemption of Securities if
(i) notice of such redemption has been given pursuant to Article 3 prior to the receipt by the Trustee of written notice as
aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before any redemption date, or (b) any payment
by the Trustee to the Securityholders of amounts deposited with it pursuant to Section 8.01, provided, that, in the case of Section 8.05,
the applicable Securities are deemed to have been paid and discharged, and in the case of Section 8.01, the Trustee shall not have
received, by at least two Business Days prior to the date of execution of instruments acknowledging the satisfaction of and discharge
of this Indenture with respect to the applicable Securities, the notice provided in the preceding paragraph.


 


Subject to Section 7.01 and Section 7.02,
the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or
a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this Article, and if such evidence is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.


 


Section 11.06. 
Trustee’s Relation to Senior Indebtedness. The Trustee and any agent of the Company or the Trustee shall be entitled
to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it in its individual
or any other capacity to the same extent as any other holder of Senior Indebtedness and nothing in the second paragraph of Section 2.02
or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.


 


With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article,
and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and, subject to the provisions
of Section 7.01 and Section 7.02, the Trustee shall not be liable to any holder of Senior Indebtedness if it shall in good faith
pay over or deliver to Holders of Securities, the Company or any other Person monies or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.


 


Section 11.07. 
No Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or
by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 




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SIGNATURES


 


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


 


	 	VITRU LIMITED
	 	as the Company
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 


	 	[                      ]
	 	as the Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




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