Exhibit 4.5


 


IMMUNOME, INC. 


 


Issuer


 


AND


 


[TRUSTEE]


 


Trustee


 


 



 


INDENTURE


 


Dated as of [·], 20[·]


 


 



 


Subordinated Debt Securities


 


 



 






     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1 DEFINITIONS	1
	Section 1.01 Definitions of Terms	1
	ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	Section 2.01 Designation and Terms of Securities	4
	Section 2.02 Form of Securities and Trustee’s Certificate	6
	Section 2.03 Denominations: Provisions for Payment	6
	Section 2.04 Execution and Authentication	7
	Section 2.05 Registration of Transfer and Exchange	8
	Section 2.06 Temporary Securities	9
	Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities	9
	Section 2.08 Cancellation	9
	Section 2.09 Benefits of Indenture	10
	Section 2.10 Authenticating Agent	10
	Section 2.11 Global Securities	10
	ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	11
	Section 3.01 Redemption	11
	Section 3.02 Notice of Redemption	11
	Section 3.03 Payment Upon Redemption	12
	Section 3.04 Sinking Fund	12
	Section 3.05 Satisfaction of Sinking Fund Payments with Securities	12
	Section 3.06 Redemption of Securities for Sinking Fund	12
	ARTICLE 4 COVENANTS	13
	Section 4.01 Payment of Principal, Premium and Interest	13
	Section 4.02 Maintenance of Office or Agency	13
	Section 4.03 Paying Agents	13
	Section 4.04 Appointment to Fill Vacancy in Office of Trustee	14
	Section 4.05 Compliance with Consolidation Provisions	14
	ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	14
	Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders	14
	Section 5.02 Preservation Of Information; Communications With Securityholders	14
	Section 5.03 Reports by the Company	15
	Section 5.04 Reports by the Trustee	15
	ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	15
	Section 6.01 Events of Default	15
	Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee	17
	Section 6.03 Application of Moneys or Property Collected	18
	Section 6.04 Limitation on Suits	18
	Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver	18
	Section 6.06 Control by Securityholders	19
	Section 6.07 Undertaking to Pay Costs	19
	ARTICLE 7 CONCERNING THE TRUSTEE	19
	Section 7.01 Certain Duties and Responsibilities of Trustee	19
	Section 7.02 Certain Rights of Trustee	20
	Section 7.03 Trustee Not Responsible for Recitals or Issuance or Securities	21
	Section 7.04 May Hold Securities	21
	Section 7.05 Moneys Held in Trust	22
	Section 7.06 Compensation and Reimbursement	22
	Section 7.07 Reliance on Officers’ Certificate	22
	Section 7.08 Disqualification; Conflicting Interests	22
	Section 7.09 Corporate Trustee Required; Eligibility	22



 






     


     


    

 


	Section 7.10 Resignation and Removal; Appointment of Successor	23
	Section 7.11 Acceptance of Appointment By Successor	24
	Section 7.12 Merger, Conversion, Consolidation or Succession to Business	24
	Section 7.13 Preferential Collection of Claims Against the Company	25
	Section 7.14 Notice of Default	25
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	25
	Section 8.01 Evidence of Action by Securityholders	25
	Section 8.02 Proof of Execution by Securityholders	26
	Section 8.03 Who May be Deemed Owners	26
	Section 8.04 Certain Securities Owned by Company Disregarded	26
	Section 8.05 Actions Binding on Future Securityholders	26
	ARTICLE 9 SUPPLEMENTAL INDENTURES	26
	Section 9.01 Supplemental Indentures Without the Consent of Securityholders	26
	Section 9.02 Supplemental Indentures With Consent of Securityholders	27
	Section 9.03 Effect of Supplemental Indentures	28
	Section 9.04 Securities Affected by Supplemental Indentures	28
	Section 9.05 Execution of Supplemental Indentures	28
	ARTICLE 10 SUCCESSOR ENTITY	29
	Section 10.01 Company May Consolidate, Etc.	29
	Section 10.02 Successor Entity Substituted	29
	Section 10.03 Evidence of Consolidation, Etc. to Trustee	29
	ARTICLE 11 SATISFACTION AND DISCHARGE	30
	Section 11.01 Satisfaction and Discharge of Indenture	30
	Section 11.02 Discharge of Obligations	30
	Section 11.03 Deposited Moneys to be Held in Trust	30
	Section 11.04 Payment of Moneys Held by Paying Agents	30
	Section 11.05 Repayment to Company	30
	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	31
	Section 12.01 No Recourse	31
	ARTICLE 13 MISCELLANEOUS PROVISIONS	31
	Section 13.01 Effect on Successors and Assigns	31
	Section 13.02 Actions by Successor	31
	Section 13.03 Surrender of Company Powers	31
	Section 13.04 Notices	32
	Section 13.05 Governing Law	32
	Section 13.06 Treatment of Securities as Debt	32
	Section 13.07 Certificates and Opinions as to Conditions Precedent	32
	Section 13.08 Payments on Business Days	32
	Section 13.09 Conflict with Trust Indenture Act	32
	Section 13.10 Indenture and Securities Solely Corporate Obligations	33
	Section 13.11 Counterparts	33
	Section 13.12 Separability	33
	Section 13.13 Compliance Certificates	33
	ARTICLE 14 SUBORDINATION OF SECURITIES	33
	Section 14.01 Subordination Terms	33


 


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


 






     


     


    

 



INDENTURE


 


INDENTURE, dated as of [·], 20[·], among IMMUNOME,
INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).


 


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


 


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


 


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


 


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


 


ARTICLE 1



DEFINITIONS


 


Section 1.01 Definitions of Terms.


 


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


 


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


 


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


 


“Board of Directors” means the Board of Directors
of the Company or any duly authorized committee of such Board.


 


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


 


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


 


“Certificate” means a certificate signed
by any Officer. The Certificate need not comply with the provisions of Section 13.07.


 


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


 






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


 


“Currency Agreement” means any foreign exchange
contract, currency swap agreement or other similar agreement with respect to currency values.


 


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


 


“Default” means any event, act or condition
that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Depositary” means, with respect to Securities
of any series for which the Company shall determine that such Securities will be issued as a Global Security, The Depository Trust Company,
New York, New York, another clearing agency, or any successor registered as a clearing agency under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or other applicable statute or regulation, which, in each case, shall be designated by the
Company pursuant to either Section 2.01 or 2.11.


 


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


 


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


 


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


 


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


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into in accordance
with the terms hereof.


 


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


 


“Interest Rate Agreement” means any interest
rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.


 


“Officer” means, with respect to the Company,
the chairman of the Board of Directors, a chief executive officer, a president, a chief financial officer, chief operating officer, any
executive vice president, any senior vice president, any vice president, the treasurer or any assistant treasurer, the controller or any
assistant controller or the secretary or any assistant secretary.


 






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


 


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


 


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


 


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


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer” when used with respect
to the Trustee means the chairman of its board of directors, the chief executive officer, the president, any vice president, the secretary,
the treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the particular subject.


 


“Securities” means the debt Securities authenticated
and delivered under this Indenture.


 


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


 


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


 


“Senior Indebtedness” of a Person means the
principal of, premium, if any, interest on, and any other payment due pursuant to any of the following, whether outstanding at the date
hereof or hereafter incurred or created:


 


(a) all of the principal of (and premium, if any) and interest due
on indebtedness of that Person for money borrowed;


(b) all of the indebtedness of that Person evidenced by notes, debentures, bonds or other securities sold by that Person for money;


(c) all of the lease obligations which are capitalized on the books
of that Person in accordance with generally accepted accounting principles;


(d) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to
letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following
payment on the letter of credit);


 






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(e) the amount of all obligations of such Person with respect to Interest
Rate Agreements or Currency Agreements;


(f) all obligations of the type referred to in clauses (a) through
(e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee;


(g) all obligations of the type referred to in clauses (a) through
(f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person);


(h) all renewals, extensions or refundings of indebtedness of the kinds
described in any of the preceding clauses (a), (b), (d), (e), (f) and (g) and all renewals or extensions of leases of the kinds described
in the preceding clause (c) above;


 


unless, in the case of any particular indebtedness, lease, renewal,
extension or refunding, the instrument or lease creating or evidencing it or the assumption or guarantee relating to it expressly provides
that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment to the Securities, and provided
however that Senior Indebtedness shall not include indebtedness in respect of Securities or indebtedness of any Subsidiary.


 


“Subsidiary” means, with respect to any Person,
(i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any limited partnership
of which such Person or any of its Subsidiaries is a general partner.


 


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


 


“Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended.


 


“Voting Stock”, as applied to stock of any
Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the occurrence of a contingency.


 


ARTICLE 2



ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES


 


Section 2.01 Designation and Terms of Securities.


 


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


 


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





 






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


 


(3) the date or dates on which the principal of the
Securities of the series is payable, any original issue discount that may apply to the Securities of that series upon their issuance,
the principal amount due at maturity, and the place(s) of payment;


 


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


 


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


 


(6) the right, if any, to extend the interest payment
periods and the duration of such extension, including the maximum consecutive periods during which interest payments may be extended;


 


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


 


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


 


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


 


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


 


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


 


(12) whether the Securities are issuable as a Global
Security and, in such case, the terms and the identity of the Depositary for such series;


 


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


 


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


 






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


 


(16) if other than dollars, the coin or currency
in which the Securities of the series are denominated (including, but not limited to, foreign currency);


 


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


 


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


 


(19) the subordination terms of the Securities of
the series.


 


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


 


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


 


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


 


Section 2.02 Form of Securities and Trustee’s Certificate.


 


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


 


Section 2.03 Denominations: Provisions for Payment.


 


The Securities shall be issuable as registered Securities and in
the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(10). The
Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
Subject to Section 2.01(a)(16), the principal of and the interest on the Securities of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America that at the
time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, the City and State of New York. Each Security shall be dated the date of its authentication. Interest on the
Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.


 


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


 






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


 


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


 


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


 


Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record
date” as used in this Section with respect to a series of Securities and any Interest Payment Date for such series shall mean either
the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the first day of the month in which
an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day. Subject to the foregoing provisions of this Section, each Security
of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.


 


Section 2.04 Execution and Authentication.


 


The Securities shall be signed on behalf of the Company by one of
its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any
Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered
or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication
by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an
Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by
an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating
such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that
the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be
required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s
own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable
to the Trustee.


 






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Section 2.05 Registration of Transfer and Exchange.


 


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


 


(b) The Company shall keep, or cause to be kept,
at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location
designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article
provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities
and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”).
Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute,
the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or
Securities of the same series as the Security presented for a like aggregate principal amount.


 


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


 


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


 


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


 






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Section 2.06 Temporary Securities.





 


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


 


Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.


 


In case any temporary or definitive Security shall become mutilated
or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon the Company’s request
the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Security that has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction
of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. Every replacement Security
issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.
All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.


 


Section 2.08 Cancellation.


 


All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation,
or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required
or permitted by any of the provisions of this Indenture. In the absence of such request the Trustee may dispose of canceled Securities
in accordance with its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire
any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are delivered to the Trustee for cancellation.





 






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Section 2.09 Benefits of Indenture.


 


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


 


Section 2.10 Authenticating Agent.


 


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


 


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


 


Section 2.11 Global Securities.


 


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


 


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


 


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


 






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ARTICLE 3



REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01 Redemption.


 


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


 


Section 3.02 Notice of Redemption.


 


(a) In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with any right the Company reserved
for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less
than 30 days and not more than 90 days before the date fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register, unless a shorter period is specified in the Securities to be redeemed. Any notice that is
mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives
the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole
or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of
such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with any such restriction. Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of
such Securities to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan, the City and State of
New York, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified
in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is
the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice
that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after
the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.


 


(b) If less than all the Securities of a
series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unless a shorter notice shall be
satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair
in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or
any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in
part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Officer, instruct
the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice
of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee
or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable
the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.


 






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Section 3.03 Payment Upon Redemption.


 


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


 


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


 


Section 3.04 Sinking Fund.


 


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


 


Section 3.05 Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section 3.06 Redemption of Securities for Sinking Fund.





 


Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not
less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Section 3.03.


 






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ARTICLE 4



COVENANTS


 


Section 4.01 Payment of Principal, Premium and Interest.


 


The Company will duly and punctually pay or cause to be paid the principal
of (and premium, if any) and interest on the Securities of that series at the time and place and in the manner provided herein and established
with respect to such Securities.


 


Section 4.02 Maintenance of Office or Agency.


 


So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and
at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange,
and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served,
such designation to continue with respect to such office or agency until the Company shall, by written notice signed by any officer authorized
to sign an Officers’ Certificate and delivered to the Trustee, designate some other office or agency for such purposes or any of
them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. The Company initially appoints the Corporate
Trust Office of the Trustee located in the Borough of Manhattan, the City of New York as its paying agent with respect to the Securities.


 


Section 4.03 Paying Agents.


 


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


 


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


 


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


 


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





 


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


 






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


 


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


 


Section 4.04 Appointment to Fill Vacancy in Office of Trustee.


 


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


 


Section 4.05 Compliance with Consolidation Provisions.


 


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


 


ARTICLE 5



SECURITYHOLDERS’ LISTS AND REPORTS BY

THE COMPANY AND THE TRUSTEE


 


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


 


The Company will furnish or cause to be furnished to the Trustee (a)
within 15 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require,
of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall
not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent
list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such
list is furnished; provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall
be the Security Registrar .


 


Section 5.02 Preservation Of Information; Communications With Securityholders.


 


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


 






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


 


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


 


Section 5.03 Reports by the Company.


 


The Company covenants and agrees to provide a copy to the Trustee,
after the Company files the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to time
by rules and regulations prescribe) that the Company files with the Securities and Exchange Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any materials for which the
Company has sought and received confidential treatment by the Securities and Exchange Commission. The Company shall also comply with the
requirements of Section 314 of the Trust Indenture Act, but only to the extent then applicable to the Company.


 


Section 5.04 Reports by the Trustee.


 


(a) On or before July 1 in each year in which any
of the Securities are Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to the Securityholders, as their names
and addresses appear upon the Security Register, a brief report dated as of the preceding May 1, if and to the extent required under Section
313(a) of the Trust Indenture Act.


 


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


 


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


 


ARTICLE 6



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 

ON EVENT OF DEFAULT


 


Section 6.01 Events of Default.


 


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


 


(1) the Company defaults in the payment of any installment
of interest upon any of the Securities of that series, as and when the same shall become due and payable, and such default continues for
a period of 30 days; provided, however, that a valid extension of an interest payment period by the Company in accordance with the terms
of any indenture supplemental hereto shall not constitute a default in the payment of interest for this purpose;


 


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


 






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(3) the Company fails to observe or perform any other
of its covenants or agreements with respect to that series contained in this Indenture or otherwise established with respect to that series
of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely
for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice
of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall
have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at
least 25% in principal amount of the Securities of that series at the time Outstanding;


 


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


 


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


 


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


 


(c) At any time after the principal of (and premium,
if any, on) and accrued and unpaid interest on the Securities of that series shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority
in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Securities of that series and the principal of (and premium, if any, on) any
and all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per
annum expressed in the Securities of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section
7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on
(and premium, if any, on) and accrued and unpaid interest on Securities of that series that shall not have become due by their terms,
shall have been remedied or waived as provided in Section 6.06. No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.


 


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


 






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


 


(a) The Company covenants that (i) in case it
shall default in the payment of any installment of interest on any of the Securities of a series, or in any payment required by any
sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 Business Days, or (ii) in case it shall default in the payment of the principal of
(or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of
the Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been
become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.


 


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


 


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


 


(d) All rights of action and of asserting claims
under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee
without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders
of the Securities of such series.


 


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


 


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


 



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Section 6.03 Application of Moneys or Property Collected.


 


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


 


FIRST: To the payment of reasonable costs and expenses
of collection and of all amounts payable to the Trustee under Section 7.06;


 


SECOND: To the payment of all indebtedness of the
Company to which such series of Securities is subordinated to the extent required by Section 7.06 and Article Fourteen;


 


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


 


FOURTH: To the payment of the remainder, if any,
to the Company or any other Person lawfully entitled thereto, as requested by the Company.


 


Section 6.04 Limitation on Suits.


 


No holder of any Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously
shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities of
such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount
of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt
of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such
60 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent
with the request.


 


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


 


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


 


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


 






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


 


Section 6.06 Control by Securityholders.


 


The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee
with respect to such series; provided, however, that such direction shall not be in conflict with any rule of law or with this Indenture.
Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’s
duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial to the Securityholders
not involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding
affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waive
any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities
of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default
has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with
the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon.


 


Section 6.07 Undertaking to Pay Costs.


 


All parties to this Indenture agree, and each holder of any Securities
by such holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not
apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than
10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective
due dates expressed in such Security or established pursuant to this Indenture.


 


ARTICLE 7



CONCERNING THE TRUSTEE


 


Section 7.01 Certain Duties and Responsibilities of Trustee.


 


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


 






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


 


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


 


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


 


(B) in the absence of bad faith on the part of
the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirement of this
Indenture;


 


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


 


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


 


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


 


Section 7.02 Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a) The Trustee may rely conclusively and shall
be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, security or other paper or document believed by it to be genuine and to have been signed or presented
by the proper party or parties;


 


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


 


(c) The Trustee may consult with counsel 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 or suffered or omitted hereunder in good faith and in reliance thereon;


 






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(d) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant
to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities that may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a series of the Securities (that has not been cured or waived),
to exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same
degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


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


 


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


 


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


 


In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (1) any Event of Default occurring pursuant to Sections 6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2)
any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture
or a Responsible Officer of the Trustee shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee
under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein, or determinable from information contained therein including the Company’s
compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely conclusively on an Officers’ Certificate).


 


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


 


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


 


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


 


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


 


Section 7.04 May Hold Securities.


 


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


 






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Section 7.05 Moneys Held in Trust.


 


Subject to the provisions of Section 11.05, all moneys received by
the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need
not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any moneys
received by it hereunder except such as it may agree with the Company to pay thereon.


 


Section 7.06 Compensation and Reimbursement.


 


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


 


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


 


Section 7.07 Reliance on Officers’ Certificate.


 


Except as otherwise provided in Section 7.01, whenever in the administration
of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or 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 to be taken by it under the
provisions of this Indenture upon the faith thereof.


 


Section 7.08 Disqualification; Conflicting Interests.


 


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


 


Section 7.09 Corporate Trustee Required; Eligibility.


 


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


 


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


 






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Section 7.10 Resignation and Removal; Appointment of Successor.


 


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


 


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


 


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


 


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


 


(iii) the Trustee shall become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property
shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation;


 


then, in any such case, the Company may remove the Trustee with respect
to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


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


 


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


 


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


 






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Section 7.11 Acceptance of Appointment By Successor.


 


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


 


(b) In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee
with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor
trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor trustee relates, (ii) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii)
shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure
to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to
the Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each
such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates;
but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor trustee relates.


 


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


 


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


 


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


 


Section 7.12 Merger, Conversion, Consolidation or Succession to
Business.


 


Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 






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Section 7.13 Preferential Collection of Claims Against the Company.


 


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


 


Section 7.14 Notice of Default


 


If any Default or any Event of Default occurs and is continuing and
if such Default or Event of Default is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder in
the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Default or Event of Default within 90
days after it occurs and becomes known to the Trustee, unless such Default or Event of Default has been cured; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of
the Securityholders.


 


ARTICLE 8


 


CONCERNING THE SECURITYHOLDERS


 


Section 8.01 Evidence of Action by Securityholders.


 


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


 


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


 



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Section 8.02 Proof of Execution by Securityholders.


 


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




 


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


 


(b) The ownership of Securities shall be proved
by the Security Register of such Securities or by a certificate of the Security Registrar thereof.


 


The Trustee may require such additional proof of any matter referred
to in this Section as it shall deem necessary.


 


Section 8.03 Who May be Deemed Owners.


 


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


 


Section 8.04 Certain Securities Owned by Company Disregarded.


 


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


 


Section 8.05 Actions Binding on Future Securityholders.


 


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


 


ARTICLE 9



SUPPLEMENTAL INDENTURES


 


Section 9.01 Supplemental Indentures Without the Consent of Securityholders.


 


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


 


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


 



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(b) to comply with Article Ten;


 


(c) to provide for uncertificated Securities in
addition to or in place of certificated Securities and to make all appropriate changes for such purpose;


 


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


 


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


 


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


 


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


 


(h) to evidence and provide for the acceptance
of appointment hereunder by a successor trustee; or


 


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


 


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


 


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


 


Section 9.02 Supplemental Indentures With Consent of Securityholders.


 


With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the
rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Security then Outstanding and affected thereby, (a) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof, (b) make any Security payable in money other than that stated in
the Security, (c) impair the right of any Holder to receive payment of principal of, premium, if any, and interest, if any, on, such
Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment, or (d)
adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of,
any Security, or (e) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such
supplemental indenture.


 






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It shall not be necessary for the consent of the Securityholders of
any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


 


Section 9.03 Effect of Supplemental Indentures.


 


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


 


Section 9.04 Securities Affected by Supplemental Indentures.


 


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


 


Section 9.05 Execution of Supplemental Indentures.


 


Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders
required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions
of Section 7.01, will be entitled to receive and will be fully protected in relying upon an Officers’ Certificate and an Opinion
of Counsel stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof; provided,
however, that such Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof.


 


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


 






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ARTICLE 10



SUCCESSOR ENTITY


 


Section 10.01 Company May Consolidate, Etc.


 


The Company shall not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have
been merged or by the Person which shall have acquired the Company’s assets; (b) immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


The restrictions in this Section 10.01 shall not apply to the merger
of the Company with or into a single direct or indirect wholly owned Subsidiary.


 


Section 10.02 Successor Entity Substituted.


 


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


 


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


 


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


 


Section 10.03 Evidence of Consolidation, Etc. to Trustee.


 


The Trustee, subject to the provisions of Section 7.01, may receive
an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the provisions of this Article.


 






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ARTICLE 11



SATISFACTION AND DISCHARGE


 


Section 11.01 Satisfaction and Discharge of Indenture.


 


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


 


Section 11.02 Discharge of Obligations.


 


If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01 shall have been paid by
the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay
at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may
be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series,
then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the
Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid.


 


Thereafter, Sections 7.06 and 11.05 shall survive.


 


Section 11.03 Deposited Moneys to be Held in Trust.


 


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


 


Section 11.04 Payment of Moneys Held by Paying Agents.


 


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


 


Section 11.05 Repayment to Company.


 


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


 






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ARTICLE 12



IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 12.01 No Recourse.


 


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


 


ARTICLE 13



MISCELLANEOUS PROVISIONS


 


Section 13.01 Effect on Successors and Assigns.


 


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


 


Section 13.02 Actions by Successor.


 


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


 


Section 13.03 Surrender of Company Powers.


 


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


 






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Section 13.04 Notices.


 


Except as otherwise expressly provided herein, any notice, request
or demand that by any provision of this Indenture is required or permitted to be given, made or served by the Trustee or by the holders
of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited in first
class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as follows: 149 Fifth
Avenue, New York, NY 10010, with a copy to Duane Morris LLP, 1540 Broadway, New York, New York 10036, Attn: Dean M. Colucci, Esq. Any
notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust
Office of the Trustee.


 


Section 13.05 Governing Law.


 


This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State, except
to the extent that the Trust Indenture Act is applicable.


 


Section 13.06 Treatment of Securities as Debt.


 


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


 


Section 13.07 Certificates and Opinions as to Conditions Precedent.


 


(a) Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent provided for in this Indenture (other than the certificate to be delivered pursuant
to Section 13.13) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


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


 


Section 13.08 Payments on Business Days.


 


Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, in any case
where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business
Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date.


 


Section 13.09 Conflict with Trust Indenture Act.


 


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


 






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Section 13.10 Indenture and Securities Solely Corporate Obligations.


 


No recourse for the payment of the principal of, premium, if any, or
interest on any Securities, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or because of the creation
of any indebtedness represented thereby, shall be had against any incorporator, shareholder, employee, agent, officer, director or subsidiary,
as such, past, present or future, of the Company or of any successor entity, either directly or through the Company or any successor entity,
whether by virtue of any constitution, statute, or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of the Securities.


 


Section 13.11 Counterparts.


 


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


 


Section 13.12 Separability.


 


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


 


Section 13.13 Compliance Certificates.


 


The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year during which any Securities of any series were outstanding, a compliance certificate stating whether or not the
signer knows of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification
from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been
conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied
with all conditions and covenants under this Indenture. For purposes of this Section 13.13, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate
has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status.


 


ARTICLE 14



SUBORDINATION OF SECURITIES


 


Section 14.01 Agreement of Subordination.


 


The Company covenants and agrees, and each holder of Securities issued
hereunder by his acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this
Article 14; and each Securityholder, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound
by such provisions.


 


The payment of the principal of, premium, if any, and interest on all
Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment
to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter
incurred.


 


The provisions of this Article 14 define the subordination of the Securities,
as obligations of the Company, with respect to Senior Indebtedness of the Company.


 


No provision of this Article 14 shall prevent the occurrence of any
default or Event of Default hereunder.


 






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Section 14.02 Payments to Securityholders. 


 


In the event and during the continuation of any default in the payment
of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company continuing beyond the period of grace,
if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Company, then, unless and until such default shall
have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, or
premium, if any, or interest on the Securities, except payments made pursuant to Article 11 hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such default.


 


Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to
become due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance
with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Securities (except payments
made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution,
winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by
the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the
holders of the Securities or the Trustee would be entitled, except for the provisions of this Article 14, shall (except as aforesaid)
be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution,
or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held
by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full, in money or money’s worth, after giving
effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any payment or distribution
is made to the holders of the Securities or to the Trustee.


 


In the event that, notwithstanding the foregoing, any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee or the holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued,
as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the
Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in money 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 14, 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 reorganization or readjustment, the payment of which is subordinated at least to the
extent provided in this Article 14 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at
the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Company (other than
leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon
the terms and conditions provided for in Article 10 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 14.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article 10 hereof. Nothing in this Section 14.02 shall apply to claims of, or payments to, the Trustee
under or pursuant to Article 7.


 






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Section 14.03 Subrogation of Securities.


 


Subject to the payment in full of all Senior Indebtedness of the Company,
the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to
receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company
until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation,
no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the
holders of the Securities or the Trustee would be entitled except for the provisions of this Article 14 to or for the benefit of the holders
of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or
on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article 13 are and are intended solely
for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness
of the Company, on the other hand.


 


Nothing contained in this Article 14 or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its 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 premium, if any) 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 of the holders of the Securities and creditors of the Company
other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under
this Article 14 of the holders of Senior Indebtedness of the Company 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 14, the Trustee, subject to the provisions of Article 7, 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 dissolution, winding-up, liquidation 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 14.


 


Section 14.04 Authorization by Securityholders.
Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this Article 14 appoints the Trustee his attorney-in-fact for any
and all such purposes.


 


Section 14.05 Notice to Trustee. The Company shall
give promptly written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the
making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 14.
Notwithstanding the provisions of this Article 14 or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this Article 14, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior
Indebtedness of the Company or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to
the provisions of Article 7, shall be entitled in all respects to assume that no such facts exist; provided that if on a date
not fewer than three Business Days prior to the date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Security) the
Trustee shall not have received, with respect to such monies, the notice provided for in this Section 14.05, then, anything herein
contained to the contrary notwithstanding, 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. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment
by the Company or the Trustee to the Securityholders of monies in connection with a redemption of Securities if (i) notice of such
redemption has been given in accordance herewith 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 the redemption date.


 






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The Trustee conclusively 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 of the Company (or a trustee on behalf
of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Company or a trustee on behalf
of any such holder or holders. 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 of the Company to participate in any payment or distribution pursuant to this
Article 14, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of the Company 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 14, 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 14.06 Trustee’s Relation to Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 14 in respect of any Senior Indebtedness
of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Company and nothing elsewhere
in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


With respect to the holders of Senior Indebtedness of the Company,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article
14, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company 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 of the
Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver to holders
of Securities, the Company or any other Person money or assets to which any holder of Senior Indebtedness of the Company shall be entitled
by virtue of this Article 14 or otherwise.


 


Section 14.07 No Impairment of Subordination.
No right of any present or future holder of any Senior Indebtedness of the Company 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.


 


Section 13.08 Rights of Trustee. Nothing in this Article 14
shall apply to claims of or payments to, the Trustee pursuant to Article 7.


 






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


 


	 	IMMUNOME, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	[TRUSTEE], as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






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CROSS-REFERENCE TABLE (1)


 


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



 


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







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