Exhibit 4.2


 


INTERCEPT
pharmaceuticals, inc.


 


and


 


________


 


Trustee


 


INDENTURE


 


Dated as of
_______________


 


SUBORDINATED DEBT SECURITIES


 




    	 



    	 



    

 





CROSS-REFERENCE TABLE(1)







 


	
        

        Section of

        Trust Indenture Act

        of 1939, as amended
	 	
        Section of

        Indenture

	310(a)	6.09
	310(b)	6.08
	 	6.10
	310(c)	Inapplicable
	311(a)	6.13
	311(b)	6.13
	311(c)	Inapplicable
	312(a)	4.01
	 	4.04
	312(b)	4.04(c)
	312(c)	4.04(c)
	313(a)	4.03
	313(b)	4.03
	313(c)	4.03
	313(d)	4.03
	314(a)	4.02
	314(b)	Inapplicable
	314(c)	2.04
	 	8.04
	 	9.01(c)
	 	10.01(b)
	 	11.05
	314(d)	Inapplicable
	314(e)	11.05
	314(f)	Inapplicable
	315(a)	6.01
	 	6.02
	315(b)	5.11
	315(c)	6.01
	315(d)	6.01
	 	6.02
	315(e)	5.12
	316(a)	5.09
	 	5.10
	 	7.04
	316(b)	5.06
	 	5.10
	316(c)	7.02
	317(a)	5.04
	317(b)	3.04
	318(a)	11.07


 





 






(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.


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE 1	DEFINITIONS	1
	Section 1.01	 	Certain Terms Defined	1
	 	 	 	 
	ARTICLE 2	SECURITIES	6
	Section 2.01	 	Forms Generally	6
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	6
	Section 2.03	 	Amount Unlimited; Issuable in Series	6
	Section 2.04	 	Authentication and Delivery of Securities	9
	Section 2.05	 	Execution of Securities	10
	Section 2.06	 	Certificate of Authentication	11
	Section 2.07	 	Denomination and Date of Securities; Payments of Interest	11
	Section 2.08	 	Registration, Transfer and Exchange	11
	Section 2.09	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	14
	Section 2.10	 	Cancellation of Securities; Destruction Thereof	14
	Section 2.11	 	Temporary Securities	15
	 	 	 	 
	ARTICLE 3	COVENANTS OF THE ISSUER	15
	Section 3.01	 	Payment of Principal and Interest	15
	Section 3.02	 	Offices for Payments, Etc	15
	Section 3.03	 	Appointment to Fill a Vacancy in Office of Trustee	16
	Section 3.04	 	Paying Agents	16
	Section 3.05	 	Written Statement to Trustee	17
	 	 	 	 
	ARTICLE 4	SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	17
	Section 4.01	 	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	17
	Section 4.02	 	Reports by the Issuer	17
	Section 4.03	 	Reports by the Trustee	18
	Section 4.04	 	Preservation of Information; Communication with Securityholders	18
	 	 	 	 
	ARTICLE 5	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	18
	Section 5.01	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	18
	Section 5.02	 	Collection of Debt by Trustee; Trustee May Prove Debt	20
	Section 5.03	 	Application of Proceeds	22
	Section 5.04	 	Suits for Enforcement	23
	Section 5.05	 	Restoration of Rights on Abandonment of Proceedings	23
	Section 5.06	 	Limitations on Suits by Securityholders	23
	Section 5.07	 	Unconditional Right of Securityholders to Institute Certain Suits	24
	Section 5.08	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	24
	Section 5.09	 	Control by Holders of Securities	24


 




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	Section 5.10	 	Waiver of Past Defaults	25
	Section 5.11	 	Trustee to Give Notice of Default	25
	Section 5.12	 	Right of Court to Require Filing of Undertaking to Pay Costs	25
	 	 	 	 
	ARTICLE 6	CONCERNING THE TRUSTEE	26
	Section 6.01	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	26
	Section 6.02	 	Certain Rights of the Trustee	26
	Section 6.03	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	28
	Section 6.04	 	Trustee and Agents May Hold Securities; Collections, Etc	28
	Section 6.05	 	Moneys Held by Trustee	28
	Section 6.06	 	Compensation and Indemnification of Trustee and Its Prior Claim	28
	Section 6.07	 	Right of Trustee to Rely on Officer’s Certificate, Etc	29
	Section 6.08	 	Disqualification; Conflicting Interests	29
	Section 6.09	 	Persons Eligible for Appointment as Trustee	29
	Section 6.10	 	Resignation and Removal; Appointment of Successor Trustee	29
	Section 6.11	 	Acceptance of Appointment by Successor Trustee	30
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	31
	Section 6.13	 	Preferential Collection of Claims Against the Issuer	32
	 	 	 	 
	ARTICLE 7	CONCERNING THE SECURITYHOLDERS	32
	Section 7.01	 	Evidence of Action Taken by Securityholders	32
	Section 7.02	 	Proof of Execution of Instruments and of Holding of Securities	32
	Section 7.03	 	Holders to Be Treated as Owners	32
	Section 7.04	 	Securities Owned by Issuer Deemed Not Outstanding	33
	Section 7.05	 	Right of Revocation of Action Taken	33
	 	 	 	 
	ARTICLE 8	SUPPLEMENTAL INDENTURES	33
	Section 8.01	 	Supplemental Indentures Without Consent of Securityholders	33
	Section 8.02	 	Supplemental Indentures With Consent of Securityholders	35
	Section 8.03	 	Effect of Supplemental Indenture	36
	Section 8.04	 	Documents to Be Given to Trustee	36
	Section 8.05	 	Notation on Securities in Respect of Supplemental Indentures	36
	 	 	 	 
	ARTICLE 9	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	37
	Section 9.01	 	Issuer May Consolidate, Etc., on Certain Terms	37
	Section 9.02	 	Successor Issuer Substituted	37
	 	 	 	 
	ARTICLE 10	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS	38
	Section 10.01	 	Satisfaction and Discharge of Indenture; Defeasance	38
	Section 10.02	 	Application by Trustee of Funds Deposited for Payment of Securities	41
	Section 10.03	 	Repayment of Moneys Held by Paying Agent	42
	Section 10.04	 	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	42


 




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	Section 10.05	 	Indemnity for U.S. Government Obligations	42
	 	 	 	 
	ARTICLE 11	MISCELLANEOUS PROVISIONS	42
	Section 11.01	 	No Recourse	42
	Section 11.02	 	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	42
	Section 11.03	 	Successors and Assigns of Issuer Bound by Indenture	43
	Section 11.04	 	Notices and Demands on Issuer, Trustee and Holders of Securities	43
	Section 11.05	 	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	43
	Section 11.06	 	Payments Due on Saturdays, Sundays and Holidays	44
	Section 11.07	 	Conflict of Any Provision of Indenture With Trust Indenture Act of 1939	45
	Section 11.08	 	New York Law to Govern	45
	Section 11.09	 	Counterparts	45
	Section 11.10	 	Effect of Headings	45
	Section 11.11	 	Actions by Successor	45
	Section 11.12	 	Severability	45
	 	 	 	 
	ARTICLE 12	REDEMPTION OF SECURITIES AND SINKING FUNDS	45
	Section 12.01	 	Applicability of Article	45
	Section 12.02	 	Notice of Redemption; Partial Redemptions	45
	Section 12.03	 	Payment of Securities Called for Redemption	47
	Section 12.04	 	Exclusion of Certain Securities from Eligibility for Selection for Redemption	47
	Section 12.05	 	Mandatory and Optional Sinking Funds	47
	 	 	 	 
	ARTICLE 13	SUBORDINATION OF SECURITIES	50
	Section 13.01	 	Agreement of Subordination	50
	Section 13.02	 	Payments to Securityholders	50
	Section 13.03	 	Subrogation of Securities	52
	Section 13.04	 	Authorization by Securityholders	52
	Section 13.05	 	Notice to Trustee	53
	Section 13.06	 	Trustee’s Relation to Senior Indebtedness	53
	Section 13.07	 	No Impairment of Subordination	54
	Section 13.08	 	Rights of Trustee	54


 




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THIS INDENTURE, dated as of _________ between
Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), and ________, a _______ (the “Trustee”),


 


WITNESSETH:


 


WHEREAS, the Issuer may from time to time
duly authorize the issue of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one
or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized
in accordance with the terms of this Indenture;


 


WHEREAS, the Issuer has duly authorized
the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration
of the Securities; and


 


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


 


NOW, THEREFORE:


 


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


 


ARTICLE 1

DEFINITIONS


 


Section 1.01         Certain
Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this
Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which
in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference
to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise clearly 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
this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles, and the term “generally accepted accounting principles” means
such accounting principles as are generally accepted in the United States at the time of any computation. The words “herein”,
“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular.


 


“Board of Directors”
means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf.


 




    	 



    	 



    

 


“Board Resolution” means
a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted
by the Board of Directors and to be in full force and effect, and delivered to the Trustee.


 


“Business Day” means,
with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is not a day on which banking institutions are authorized or required by law or regulation
to close.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if
at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act of 1939, then the body performing such duties on such date.


 


“Common Stock” means
shares of common stock, par value $0.001 per share, of the Issuer as the same exists at the date of execution and delivery of this
Indenture or as such stock may be reconstituted from time to time.


 


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


 


“Debt” of any Person
means any debt for money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such
Person is otherwise responsible or liable, and shall expressly include any such guaranty thereof by such Person. For the purpose
of computing the amount of the Debt of any Person there shall be excluded all Debt of such Person for the payment or redemption
or satisfaction of which money or securities (or evidences of such Debt, if permitted under the terms of the instrument creating
such Debt) in the necessary amount shall have been deposited in trust with the proper depositary, whether upon or prior to the
maturity or the date fixed for redemption of such Debt; and, in any instance where Debt is so excluded, for the purpose of computing
the assets of such Person there shall be excluded the money, securities or evidences of Debt deposited by such Person in trust
for the purpose of paying or satisfying such Debt.


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated
as Depositary by the Issuer pursuant to Section 2.04 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Global Securities of that series.


 


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


 


“Event of Default” means
any event or condition specified as such in Section 5.01.


 




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


 


“Global Security”, means
a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section
2.04, and bearing the legend prescribed in Section 2.04.


 


“Holder”, “holder”,
“holder of Securities”, “Securityholder” or other similar terms mean the Person in whose
name such Security is registered in the Security register kept by the Issuer for that purpose in accordance with the terms hereof.


 


“Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.


 


“interest”, unless the
context otherwise requires, refers to interest, and when used with respect to non-interest bearing Securities, refers to interest
payable after maturity, if any.


 


“Issuer” means Intercept
Pharmaceuticals, Inc., a Delaware corporation, and, subject to Article 9, its successors and assigns.


 


“Issuer Order” means
a written statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, the president
or any vice president of the Issuer.


 


“Notice of Default” shall
have the meaning set forth in Section 5.01(c).


 


“Officer’s Certificate”
means a certificate signed by the chairman of the Board of Directors, the president, any vice president, the treasurer, the secretary
or any assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply with Section 314 of the
Trust Indenture Act of 1939 and, except to the extent provided herein, shall include the statements provided for in Section 11.05.


 


“Opinion of Counsel”
means an opinion in writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel
to the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture
Act of 1939 and shall include the statements provided for in Section 11.05, if and to the extent required hereby.


 


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


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.


 




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“Outstanding”, when used
with reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except


 


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


 


(b)          Securities,
or portions thereof, for the payment or redemption of which cash or U.S. Government Obligations (as provided for in Section 10.01(a)
and Section 10.01(b)) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other
than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if
the Issuer shall act as its own paying agent); provided, that if such Securities, or portions thereof, are to be redeemed
prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to
the Trustee shall have been made for giving such notice; and


 


(c)          Securities
in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant
to the terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a Person in whose hands such Security is a legal, valid and binding obligation of the Issuer), Securities
converted into Common Stock pursuant hereto and Securities not deemed outstanding pursuant to Section 12.02.


 


In determining whether the Holders of the
requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01.


 


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


 


“principal” whenever
used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if
any”.


 


“record date” shall have
the meaning set forth in Section 2.07.


 


“Responsible Officer”,
when used with respect to the Trustee, means the chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the
president, any vice president, the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant
vice president, any assistant cashier, any assistant secretary, any assistant treasurer, 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.


 




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“Security” or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.


 


“Security Registrar”
shall have the meaning set forth in Section 4.01(b).


 


“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 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
indebtedness of others of the kinds described in either of the preceding clauses (a) or (b) above and all lease obligations of
others of the kind described in the preceding clause (c) above that the Person, in any manner, assumes or guarantees or that the
Person in effect guarantees through an agreement to purchase, whether that agreement is contingent or otherwise; and


 


(e)          all
renewals, extensions or refundings of indebtedness of the kinds described in any of the preceding clauses (a), (b) and (d) and
all renewals or extensions of leases of the kinds described in either of the preceding clauses (c) or (d) 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.


 


“Subsidiary” means a
corporation of which stock having a majority of the voting power under ordinary circumstances is owned, directly or indirectly,
by the Issuer or by one or more subsidiaries of the Issuer, or by the Issuer and one or more subsidiaries of the Issuer.


 


“Trust Indenture Act of 1939”
(except as otherwise provided in Sections 8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as of which
this Indenture was originally executed.


 


“Trustee” means the Person
identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 6, shall also
include any successor trustee. “Trustee” shall also mean or include each Person who is then a trustee hereunder
and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any
series shall mean the trustee with respect to the Securities of such series.


 




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“U.S. Government Obligation”
means (a) a direct obligation of the United States of America, backed by its full faith and credit, or (b) an obligation 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.


 


“vice president”, when
used with respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words
added before or after the title of “vice president”.


 


“Yield to Maturity” means
the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most
recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.


 


ARTICLE 2

SECURITIES


 


Section 2.01         Forms
Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established
pursuant to (rather than set forth in) a Board Resolution, an Officer’s Certificate detailing such establishment) or in one
or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules
or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined
by the officers executing such Securities as evidenced by their execution of such Securities.


 


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


 


Section 2.02         Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall
be in substantially the following form:


 


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


 


	 	 
	 	as Trustee
	 	 	 
	 	By:	 
		 	Authorized Officer


 


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


 




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The Securities may be issued in one or more
series. The terms of a series of Securities shall be established prior to the initial issuance thereof in or pursuant to one or
more Board Resolutions, or, to the extent established pursuant to (rather than set forth in) a Board Resolution, in an Officer’s
Certificate detailing such establishment and/or established in one or more indentures supplemental hereto. The terms of such series
reflected in such Board Resolution, Officer’s Certificate, or supplemental indenture may include the following or any additional
or different terms:


 


(a)          the
designation of the Securities of the series (which may be part of a series of Securities previously issued);


 


(b)          the
terms and conditions, if applicable, upon which conversion or exchange of the Securities into Common Stock will be effected, including
the initial conversion or exchange price or rate and any adjustments thereto, the conversion or exchange period and other provisions
in addition to or in lieu of those described herein;


 


(c)          any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03);


 


(d)          if
other than Dollars, the Foreign Currency in which the Securities of that series are denominated;


 


(e)          any
date on which the principal of the Securities of the series is payable and the right, if any, to extend such date or dates;


 


(f)      
    the rate or rates at which the Securities of the series shall bear interest, if any, the record date
or dates for the determination of holders to whom interest is payable, the date or dates from which such interest shall
accrue and on which such interest shall be payable and/or the method by which such rate or rates or date or dates shall be
determined, and the right, if any, to extend the interest payment periods and the duration of that extension;


 


(g)          the
place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided
in Section 3.02);


 


(h)          the
price or prices at which, the period or periods within 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 Issuer, pursuant to any sinking fund or otherwise;


 


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


 


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


 




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(k)          if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof;


 


(l)          if
other than the currency in which the Securities of that series are denominated, the currency in which payment of the principal
of or interest on the Securities of such series shall be payable;


 


(m)         if
the principal of or interest on the Securities of the series is to be payable, at the election of the Issuer or a Holder thereof,
in a currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


(n)          if
the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index
based on a currency other than that in which the Securities of the series are denominated, or by reference to one or more currency
exchange rates, securities or baskets of securities, commodity prices or indices, the manner in which such amounts shall be determined;


 


(o)          if
Sections 10.01(b) or 10.01(c) are inapplicable to Securities of such series;


 


(p)          whether
and under what circumstances the Issuer will pay additional amounts on the Securities of any series in respect of any tax, assessment
or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather
than pay such additional amounts;


 


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


 


(r)          any
trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of
such series;


 


(s)          any
other events of default or covenants with respect to the Securities of such series in addition to or in lieu of those contained
in this Indenture;


 


(t)    
      if the Securities of the series may be issued in exchange for surrendered Securities of
another series, or for other securities of the Issuer, pursuant to the terms of such Securities or securities or of any
agreement entered into by the Issuer, the ratio of the principal amount of the Securities of the series to be issued to the
principal amount of the Securities or securities to be surrendered in exchange, and any other material terms of the
exchange;


 


(u)          the
extent to which payments on the Securities will be subordinated to the payment of Senior Indebtedness of the Issuer; and


 


(v)       
  any other terms of the series.


 




    	-8-



    	 



    

 


The Issuer may from time to time, without
notice to or the consent of the holders of any series of Securities, create and issue further Securities of any such series ranking
equally with the Securities of such series in all respects (or in all respects other than (1) the payment of interest accruing
prior to the issue date of such further Securities or (2) the first payment of interest following the issue date of such further
Securities). Such further Securities may be consolidated and form a single series with the Securities of such series and have the
same terms as to status, redemption or otherwise as the Securities of such series.


 


Section 2.04         Authentication
and Delivery of Securities. The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver
such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant
to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed
in writing. 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 6.01) shall be fully protected in relying upon:


 


(a)          an
Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to
the Issuer;


 


(b)          any
Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or
pursuant to which the forms and terms of the Securities were established;


 


(c)          an
Officer’s Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms
of the Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other
matters as the Trustee may reasonably request; and


 


(d)          an
Opinion of Counsel to the effect that:


 


(i)          the
form or forms and terms of such Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,


 


(ii)         the
authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture,


 


(iii)        such
Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer, and


 




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(iv)        all
laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with,


 


and covering such other matters as the Trustee
may reasonably request.


 


The Trustee shall have the right to decline
to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose
the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under
the Securities, this Indenture or otherwise.


 


The Issuer shall execute and the Trustee
shall, in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global
Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global
Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until
it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as
a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”


 


Each Depositary designated pursuant to this
Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or regulation.


 


Section 2.05         Execution
of Securities. The Securities shall be signed on behalf of the Issuer by the chairman of its Board of Directors, any vice chairman
of its Board of Directors, its chief executive officer, its principal financial officer, its president, any vice president or its
treasurer. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Typographical
and other minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability
of any Security that has been duly authenticated and delivered by the Trustee.


 


In case any officer of the Issuer who shall
have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered
by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of
the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer,
although at the date of the execution and delivery of this Indenture any such person was not such an officer.


 




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Section 2.06         Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore
recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed
by the Issuer 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.


 


Section 2.07         Denomination
and Date of Securities; Payments of Interest. The Securities of each series shall be issuable in denominations established
as contemplated by Section 2.03 or, if not so established, in denominations of $1,000 and any integral multiple thereof. The Securities
of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers
of the Issuer executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication
thereof. Unless otherwise indicated in a Board Resolution, Officer’s Certificate or supplemental indenture for a particular
series, interest will be calculated on the basis of a 360-day year of twelve 30-day months.


 


Each Security shall be dated the date of
its authentication. The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable
on the dates, established as contemplated by Section 2.03.


 


The Person in whose name any Security of
any series is registered at the close of business on any record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding
any transfer, exchange or conversion of such Security subsequent to the record date and prior to such interest payment date, except
if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series,
in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Securities for such series are registered
at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Securities not
less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest
payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as
such in the terms of the Securities of such series established as contemplated by Section 2.03, or, if no such date is so established,
if such interest payment date is the first day of a calendar month, the 15th day of the immediately preceding calendar month or,
if such interest payment date is the 15th day of a calendar month, the first day of such calendar month, whether or not such record
date is a Business Day.


 


Section 2.08         Registration,
Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section
3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe,
it will provide for the registration of Securities of such series and the registration of transfer of Securities of such series.
Such register shall be in written form in the English language or in any other form capable of being converted into such form within
a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.


 




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Upon due presentation for registration of
transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02,
the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security
or Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate
principal amount.


 


At the option of the Holder thereof, Securities
of any series (except a Global Security) may be exchanged for a Security or Securities of such series having authorized denominations
and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges
hereinafter provided. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered
upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the
Trustee will deliver a certificate of disposition thereof to the Issuer.


 


All Securities presented for registration
of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder
or his or her attorney duly authorized in writing.


 


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


 


The Issuer shall not be required to exchange
or register a transfer of (a) any Securities of any series for a period of 15 days immediately preceding the first mailing of notice
of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.


 


Notwithstanding any other provision of this
Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security
representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for the Securities
of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if
at any time the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the Issuer shall appoint
a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series
is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer’s determination pursuant to Section 2.03 that the Securities of such series be represented by a Global Security shall
no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication
and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or
Securities representing the Securities of such series, in exchange for such Global Security or Securities.


 




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


 


The Depositary for such Global Security
may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form
in accordance with the two preceding paragraphs or on such other terms as are acceptable to the Issuer and such Depositary. Thereupon,
the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,


 


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


 


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


 


Upon the exchange of a Global Security for
Securities in definitive registered form, in authorized denominations, such Global Security shall be cancelled by the Trustee.
Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 2.08 shall be registered
in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed
by the Persons in whose names such Securities are so registered.


 


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


 




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Section 2.09         Mutilated,
Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced
or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer,
the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date,
bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated
or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant
for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security
or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and
in the case of mutilation or defacement shall surrender the Security to the Trustee.


 


Upon the issuance of any substitute Security,
the Issuer 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 which
has matured or is about to mature or has been called for redemption in full, or is being surrendered for conversion in full, shall
become mutilated or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security (with the
Holder’s consent, in the case of convertible Securities), pay or authorize the payment of the same or convert, or authorize
conversion of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for
such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity
as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.


 


Every substitute Security of any series
issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and
delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment or conversion of mutilated, defaced or destroyed,
lost or stolen Securities and shall preclude 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 2.10         Cancellation
of Securities; Destruction Thereof. All Securities surrendered for exchange for Securities of the same series or for payment,
redemption, registration of transfer, conversion or for credit against any payment in respect of a sinking or analogous fund, if
surrendered to the Issuer or any agent of the Issuer or the Trustee, shall 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 permitted
by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it and deliver a certificate
of disposition to the Issuer. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption
or satisfaction of the Debt represented by such Securities unless and until the same are delivered to the Trustee for cancellation.


 




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Section 2.11         Temporary
Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate
and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be issuable in any authorized denomination, and substantially
in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the execution
and authentication thereof. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate.
Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and the Trustee
shall authenticate and deliver in exchange for such temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless the benefits of the
temporary Securities are limited pursuant to Section 2.03.


 


ARTICLE 3

COVENANTS OF THE ISSUER


 


Section 3.01         Payment
of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any
additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the
manner provided in such Securities and in this Indenture. The interest on Securities (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and at the
option of the Issuer may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their
last addresses as they appear on the Security register of the Issuer.


 


Section 3.02         Offices
for Payments, Etc. The Issuer will maintain (i) in _______, an agency where the Securities of each series may be presented
for payment, an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided
in this Indenture and an agency where the Securities of each series may be presented for registration of transfer as in this Indenture
provided and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section
2.03.


 




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The Issuer will maintain in __________,
an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or this Indenture may be served.


 


The Issuer will give to the Trustee written
notice of the location of each such agency and of any change of location thereof. In case the Issuer shall fail to maintain any
agency required by this Section to be located in __________, or shall fail to give such notice of the location or of any change
in the location of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.


 


The Issuer may from time to time designate
one or more additional agencies where the Securities of a series may be presented for payment, where the Securities of that series
may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where
the Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that
no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for
in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.


 


Section 3.03         Appointment
to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to
each series of Securities hereunder.


 


Section 3.04         Paying
Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series,
it will cause 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,


 


(a)          that
it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the
benefit of the Holders of the Securities of such series or of the Trustee,


 


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


 


(c)          that
at any time during the continuance of any such failure, upon the written request of the Trustee, it will forthwith pay to the Trustee
all sums so held in trust by such paying agent.


 


The Issuer will, on or prior to each due
date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such
principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee
of any failure to take such action.


 




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If the Issuer shall act as its own paying
agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the
Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series
a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure
to take such action.


 


Anything in this Section to the contrary
notwithstanding, but subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge
with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums
to be held by the Trustee upon the trusts herein contained.


 


Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03
and 10.04.


 


Section 3.05         Written
Statement to Trustee. So long as any Securities are Outstanding hereunder, the Issuer will deliver to the Trustee, within 120
days after the end of each fiscal year of the Issuer ending after the date hereof, a written statement covering the previous fiscal
year, signed by two of its officers (which need not comply with Section 11.05), stating that in the course of the performance of
their duties as officers of the Issuer they would normally have knowledge of any default by the Issuer in the performance or fulfillment
of any covenant, agreement or condition contained in this Indenture, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and the nature thereof.


 


ARTICLE 4

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE


 


Section 4.01         Issuer
to Furnish Trustee Information as to Names and Addresses of Securityholders. The Issuer covenants and agrees that it
will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Securities of each series pursuant to Section 312 of the Trust Indenture Act of 1939:


 


(a)          semiannually
and not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of
such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing Securities in each year, and


 


(b)          at
such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a
date not more than 15 days prior to the time such information is furnished, provided, that, if and so long as the Trustee
shall be the Security registrar (the “Security Registrar”) for such series, such list shall not be required
to be furnished.


 


Section 4.02         Reports
by the Issuer. The Issuer covenants to comply with Section 314(a) of the Trust Indenture Act insofar as it relates to information,
documentations, and other reports which the Issuer may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934.


 




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Section 4.03         Reports
by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted
on or before ______ in each year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated
as of a date convenient to the Trustee but no more than 60 nor less than 45 days prior thereto. The Trustee shall comply with Sections
313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


Section 4.04         Preservation
of Information; Communication 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 4.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as
Security Registrar (if acting in such capacity).


 


(b)          The
Trustee may destroy any list furnished to it as provided in Section 4.01 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. The Issuer, the Trustee, the Security Registrar and any other Person shall have the
protection of Section 312(c) of the Trust Indenture Act.


 


ARTICLE 5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


Section 5.01         
Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default”, with respect
to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


 


(a)          default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 90 days (or such other period as may be established for the Securities
of such series as contemplated by Section 2.03); or


 


(b)          default
in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or otherwise, (and, if established for the Securities of such series
as contemplated by Section 2.03, the continuance of such default for a specified period); or


 


(c)          default
in the performance, or breach, of any covenant or agreement of the Issuer in respect of the Securities of such series (other than
a covenant or agreement in respect of the Securities of such series a default in the performance or breach of which is elsewhere
in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been
given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities of all series affected thereby, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 




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(d)          a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for all or substantially all of its property
and assets or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect
for a period of 90 consecutive days; or


 


(e)          the
Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any
substantial part of its property and assets, or make any general assignment for the benefit of creditors; or


 


(f)          any
other Event of Default provided for in such series of Securities.


 


If an Event of Default described in clauses
(a), (b), (c) or (f) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities
of such 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 such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing
to the Issuer (and also to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such
series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses (d) or (e)
occurs and is continuing, then and in each and every such case, the entire principal (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding
and interest accrued thereon, if any, shall become immediately due and payable.


 


The foregoing provisions, however, are subject
to the condition that if, at any time after the principal of the Securities of any 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 Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the
Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than
by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest, at the same rate as the rate of interest specified in the Securities of such series to
the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its
agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as
a result of negligence or bad faith, and if any and all Events of Default under the Indenture with respect to such series, other
than the non-payment of the principal of Securities of such series which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein—then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of such series then Outstanding, by written notice to the Issuer and to the Trustee, may
waive all defaults with respect to such series and rescind and annul such declaration and its consequences, but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.


 




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Unless otherwise indicated in the Board
Resolution, Officer’s Certificate or supplemental indenture for a series of Original Issue Discount Securities, for all purposes
under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded
and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be
such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


Section 5.02         Collection
of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default
shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal
of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities
of such series or upon any redemption or by declaration or otherwise—then, upon demand of the Trustee, the Issuer will pay
to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due
and payable on all Securities of such series for principal or interest, as the case may be (with interest to the date of such payment
upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments
of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series); and, in addition thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents,
attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee
except as a result of its negligence or bad faith.


 


In case the Issuer shall fail forthwith
to pay such amounts 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 proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer
or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor
upon such Securities, wherever situated, the moneys adjudged or decreed to be payable.


 




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In case there shall be pending proceedings
relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or
such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor
upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective
of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and
empowered, by intervention in such proceedings or otherwise:


 


(i)          to
file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid
in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee,
and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed
in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property
of the Issuer or such other obligor,


 


(ii)         unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election
of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings, and


 


(iii)        to
collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received
with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator,
custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in
the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor
trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant
to Section 6.06.


 




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Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities of any 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 except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar person.


 


All rights of action and of asserting claims
under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any
of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken.


 


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


 


Section 5.03         Application
of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal
or interest, upon presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities
of like series if only partially paid, or upon surrender thereof if fully paid:


 


First:
To the payment of all amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06;


 


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


 


Third:
In case the principal of the Securities of such series in respect of which moneys have been collected shall have become
and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series
for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected
by the Trustee) upon overdue installments of interest, to the extent permitted by applicable law, at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series;
and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series,
then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest
or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment
of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal
and accrued and unpaid interest or Yield to Maturity; and


 




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


 


Section 5.04         Suits
for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, 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 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 this 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.


 


Section 5.05         Restoration
of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee,
then and in every such case (subject to any determination in such proceeding) the Issuer and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.


 


Section 5.06         Limitations
on Suits by Securityholders. 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 action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with
respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for
any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also 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 or proceedings
in its own name as trustee hereunder and 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 and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being
expressly covenanted by the Holder of every Security with every other Holder and the Trustee, that no one or more Holders of Securities
of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of 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 the applicable 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.


 




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Section 5.07         Unconditional
Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on
or after the respective due dates expressed in such Security in accordance with the terms hereof and thereof, or to institute suit
for the enforcement of any such payment on or after such respective dates, or for the enforcement of such conversion right, shall
not be impaired or affected without the consent of such Holder, it being understood and intended, and being expressly covenanted
by the Holder of every Security with every other Holder and the Trustee, that no one or more Holders of Securities of any series
shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other such Holder of 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 the applicable 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 5.08         Powers
and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


No delay or omission of the Trustee or of
any Holder of 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 Event of Default or an acquiescence therein;
and, subject to Section 5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Securities
may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Securities.


 


Section 5.09         Control
by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected
(with each series voting as a separate class) at the time Outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series by this Indenture; provided, that such direction shall not be otherwise than
in accordance with law and the provisions of this Indenture and provided, further, that (subject to the provisions of Section 6.01)
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors,
the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that
the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders
of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section
6.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.


 




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


 


Section 5.10         Waiver
of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Securities of any series as provided
in Section 5.01, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding,
by notice to the Trustee, may on behalf of the Holders of all the Securities of such series waive any existing default in the performance
of any of the covenants contained herein or established pursuant to Section 2.03 with respect to such series and its consequences,
except a default in the payment of the principal of, or interest on, any of the Securities of that series as and when the same
shall become due by the terms of such Securities. In the case of any such waiver, the Issuer, the Trustee and the Holders of the
Securities of such series shall be restored to their former positions and rights hereunder, respectively, such default shall cease
to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.


 


Section 5.11         Trustee
to Give Notice of Default. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities
of any series, give notice of all defaults with respect to that series known to the Trustee to all Holders of Securities of such
series in the manner and to the extent provided in Section 4.03, unless in each case such defaults shall have been cured before
the mailing or publication of such notice (the term “defaults” for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided,
that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, or
in the payment of any sinking fund installment on such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers
of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such
series.


 


Section 5.12         Right
of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any
Security by his or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, 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 of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series,
or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of 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.


 




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ARTICLE 6

CONCERNING THE TRUSTEE


 


Section 6.01         Duties
and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular
series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes
to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect
to the Securities of a series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own affairs.


 


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.


 


Section 6.02         Certain
Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 6.01:


 


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


 


(b)          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;


 


(c)          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 pursuant to Section 5.09 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;


 


(d)          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 shall be
reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably
assured to it;


 




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(e)          the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or
any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, 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;


 


(f)          any
request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may
be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;


 


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


 


(h)          the
Trustee shall be under no obligation to exercise any of the trusts 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 which might be incurred therein
or thereby;


 


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


 


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


 


(k)          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 not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part
of any such agent or attorney appointed with due care by it hereunder.


 




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Section 6.03         Trustee
Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer
of any of the Securities or of the proceeds thereof.


 


Section 6.04         Trustee
and Agents May Hold Securities; Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, 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 the Trustee
or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the
same rights it would have if it were not the Trustee or such agent.


 


Section 6.05         Moneys
Held by Trustee. Subject to the provisions of Section 10.04 hereof, 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 mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee
shall be under any liability for interest on any moneys received by it hereunder.


 


Section 6.06         Compensation
and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time
to time, 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 Issuer and the Trustee may from time to time agree in writing
and, except as otherwise expressly provided herein, the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor
trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise
from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including
the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of
the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the
Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that
of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim.


 




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Section 6.07         Right
of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture upon the faith thereof.


 


Section 6.08         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 Issuer shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.


 


Section 6.09         Persons
Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation
having a combined capital and surplus of at least $50,000,000 and shall be eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of a Federal, State or District of Columbia supervising or examining authority, then, for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.


 


Section 6.10         Resignation
and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer
and by mailing notice of such resignation to the Holders of then Outstanding Securities of each series affected at their addresses
as they shall appear on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board
of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or
trustees. If no successor trustee shall have been so appointed with respect to any series 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, or any Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, on behalf of himself or herself 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 of the following shall occur:


 


(i)          the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series
of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months; or


 




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(ii)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall
fail to resign after written request therefor by the Issuer or by any Securityholder; or


 


(iii)        the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged bankrupt or insolvent,
or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;


 


then, in any such case, (A) the Issuer may remove the Trustee
with respect to the applicable series of Securities and appoint a successor trustee for 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 Trustee so removed and one
copy to the successor trustee, or, (B) subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself or herself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor trustee with respect to such series. 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 each series at the time Outstanding may at any time remove
the Trustee with respect to Securities of such series and, with the consent of the Issuer, appoint a successor trustee with respect
to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer
the evidence provided for in Section 7.01 of the action in that regard taken by the Securityholders.


 


(d)          Any
resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 6.11.


 


Section 6.11         Acceptance
of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver
to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to
such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless,
on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing
to act shall, subject to Section 10.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 6.06.


 




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If a successor trustee is appointed with
respect to the Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with
respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested
in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall
be trustee of a trust or trusts under separate indentures.


 


No successor trustee with respect to any
series of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor
trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions
of Section 310(a) of the Trust Indenture Act of 1939.


 


Upon acceptance of appointment by any successor
trustee as provided in this Section 6.11, the Issuer shall mail notice thereof to the Holders of Securities of each series affected,
by mailing such notice to such Holders at their addresses as they shall appear on the Security register. If the acceptance of appointment
is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with
the notice called for by Section 6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.


 


Section 6.12         Merger,
Conversion, Consolidation or Succession to Business of Trustee. 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 310(b)
of the Trust Indenture Act of 1939 and eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939, 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, at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture, any of the Securities of any series shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee and
deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of
the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities
of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to
adopt the certificate of authentication of any predecessor trustee or to authenticate Securities of any series in the name of any
predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 




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Section 6.13         Preferential
Collection of Claims Against the Issuer. 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.


 


ARTICLE 7

CONCERNING THE SECURITYHOLDERS


 


Section 7.01         Evidence
of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or
all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified
percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections
6.01 and 6.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.


 


Section 7.02         Proof
of Execution of Instruments and of Holding of Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument
by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security
register or by a certificate of the registrar thereof. The Issuer may set a record date for purposes of determining the identity
of Holders of any series entitled to vote or consent to any action referred to in Section 7.01, which record date may be set at
any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration)
not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding
any other provisions hereof, only Holders of such series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent. Notice of such record date may be given before or after any request for any action referred
to in Section 7.01 is made by the Issuer.


 


Section 7.03         Holders
to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or of the Trustee may deem and treat the Person
in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of, and, subject to the provisions of this Indenture, interest on,
such Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall
be affected by any notice to the contrary. All such payments so made to any such Person, or upon his or her order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable.


 




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Section 7.04         Securities
Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding
Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned
by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made 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 which the Trustee knows are so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other
obligor upon the Securities or any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance with such advice.


 


Section 7.05         Right
of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01,
of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which
is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such
action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, 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 Securities issued in
exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the
Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.


 


ARTICLE 8

SUPPLEMENTAL INDENTURES


 


Section 8.01         Supplemental
Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors,
and the Trustee may from time to time and at any time, without the consent of any of the Securityholders, enter into an indenture
or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:


 




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(a)          to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or
assets;


 


(b)          to
evidence the succession of a corporation, limited liability company, partnership or trust to the Issuer, or successive successions,
and the assumption by such successor of the covenants, agreements and obligations of the Issuer pursuant to Article 9;


 


(c)          to
add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and
the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence
and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to
waive such an Event of Default;


 


(d)          to
cure any ambiguity, defect or inconsistency, or to conform this Indenture or any supplemental indenture to the description of the
Securities set forth in any prospectus or prospectus supplement related to such series of Securities;


 


(e)          to
provide for or add guarantors for the Securities of one or more series;


 


(f)          to
establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;


 


(g)          to
evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;


 


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


 


(i)          to
make any change to the Securities of any series so long as no Securities of such series are Outstanding; and


 


(j)          to
make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect.


 


The Trustee shall join with the Issuer in
the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall
not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 




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Any supplemental indenture authorized by
the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 8.02.


 


Section 8.02         Supplemental
Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 7) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time Outstanding of one or more series affected by such
supplemental indenture (voting as separate series), the Issuer, when authorized by a resolution of the Board of Directors, and
the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the Securities of each such consenting series; provided,
that no such supplemental indenture shall, without the consent of the Holder of each Security so affected, (a) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of
original issue discount) or interest thereon payable in any currency other than that provided in the Securities or in accordance
with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to
Section 5.02, or waive a default in the payment of principal of any Security or interest thereon or change a provision related
to the waiver of past defaults or changes or impair the right of any Securityholder to institute suit for the payment or conversion
thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or (b) modify any of
the provisions of this section except to increase any required percentage or to provide that certain other provisions cannot be
modified or waived without the consent of the Holder of each Security so affected, or (c) reduce the aforesaid percentage of Securities
of any series, the consent of the Holders of which is required for any such supplemental indenture or the consent of Holders of
which is required for any modification, amendment or waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture.


 


A supplemental indenture which changes or
eliminates any covenant, Event of Default or other provision of this Indenture (1) that has been expressly included solely for
the benefit of one or more particular series of Securities, if any, or (2) which modifies the rights of Holders of Securities of
one or more series with respect to any covenant, Event of Default or provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series with respect to which such covenant, Event of Default or other
provision has not be modified.


 


Upon the request of the Issuer, accompanied
by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join with
the Issuer 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.


 




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It shall not be necessary for the consent
of the Securityholders 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.


 


Promptly after the execution by the Issuer
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice thereof
to the Holders of then Outstanding Securities of each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security register, and in each case such notice shall set forth
in general terms the substance of such supplemental indenture. 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.


 


Section 8.03         Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall 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 Issuer and the Holders of Securities of each 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 8.04         Documents
to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officer’s Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with
the applicable provisions of this Indenture.


 


Section 8.05         Notation
on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the
Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders.
If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared
by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.


 




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ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 9.01         Issuer
May Consolidate, Etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction
in which the Issuer 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 Issuer is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall
be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws
of the United States of America, any State thereof or the District of Columbia and (iii) 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 interest on all the Securities and the performance or observance of every covenant of this Indenture on the
part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the
Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall
have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer
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 Issuer 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 conditions of (a)(ii) above shall not
apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or
the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the
United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities
against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or
any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of
principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger,
sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or
expenses involved in, such consolidation, merger, sale or conveyance.


 


The restrictions in this Section 9.01 shall
not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in
good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the
Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect
wholly owned Subsidiary.


 


Nothing contained in this Article shall
apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the
survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of
any other Person (whether or not affiliated with the Issuer).


 


Section 9.02         Successor
Issuer Substituted. Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01, the
successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.


 




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


 


ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;

UNCLAIMED MONEYS


 


Section 10.01         Satisfaction
and Discharge of Indenture; Defeasance. (a) If at any time


 


(i)          the
Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder
(other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.09) as and when the same shall have become due and payable, or


 


(ii)         the
Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) or


 


(iii)        in
the case of any series of Securities the exact amount (including the currency of payment) of principal of and interest due on which
on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause,


 


(A)         all
the Securities of such 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


 


(B)         the
Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, in the case of any series
of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest
in such amounts and at such times as will insure the availability of cash sufficient to pay on any subsequent interest payment
date all interest due on such interest payment date on the Securities of such series and to pay at maturity or upon redemption
all Securities of such series (in each case other than any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation,
including principal and interest due or to become due to such date of maturity, as the case may be,


 




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and if, in any such case (i), (ii) or (iii), the Issuer shall
also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee pursuant to Section
6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities
of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series and the
Issuer’s right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3)
rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the
Holders to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), sinking fund payments, if any, (4) the rights
(including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations
under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Issuer
accompanied by an Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense
of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect
to such series. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred
and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.


 


(b)          The
following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution,
Officer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge
of the Indenture pursuant to subsection (a) above, the Issuer, at its option and at any time, by written notice by an officer delivered
to the Trustee, may elect to have all of its obligations discharged with all Outstanding Securities of a series (“Legal
Defeasance”), such discharge to be effective on the date that the conditions set forth in clauses (i) through (iv) and
(vi) of Section 10.01(d) are satisfied, and thereafter the Issuer shall be deemed to have paid and discharged the entire Debt on
all the Securities of such a series, and satisfied all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned and this Indenture shall cease to be of further effect with respect to Securities of such series
(except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series, (2) substitution of
apparently mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive, solely from
the trust fund described in Section 10.01(d)(i), payments of principal thereof and interest thereon, upon the original stated due
dates therefor (but not upon acceleration) and remaining rights of the Holders to receive, solely from the trust fund described
in Section 10.01(d)(i), sinking fund payments, if any, (4) the rights (including the Trustee’s rights under Section 10.05)
and immunities of the Trustee hereunder and the Trustee’s obligations with respect to the Securities of such series under
Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02).


 




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(c)          The
following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution,
Officer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge
of the Indenture pursuant to subsection (a) and to Legal Defeasance pursuant to subsection (b), above, the Issuer, at its option
and at any time, by written notice executed by an officer delivered to the Trustee, may elect to have its obligations under any
covenant contained in this Indenture or in the Board Resolution or supplemental indenture relating to such series pursuant to Section
2.03 discharged with respect to all Outstanding Securities of a series, this Indenture and any indentures supplemental to this
Indenture with respect to such series (“Covenant Defeasance”), such discharge to be effective on the date the
conditions set forth in clauses (i) through (iii) and (v) through (vi) of Section 10.01(d) are satisfied, and such Securities shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration of Securityholders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be “Outstanding” for
all other purposes under this Indenture. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding
Securities of a series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply
shall not constitute an Event of Default under Section 5.01(c) or otherwise, but except as specified in this Section 10.01(c),
the remainder of the Issuer’s obligations under the Securities of such series, this Indenture, and any indentures supplemental
to this Indenture with respect to such series shall be unaffected thereby.


 


(d)          The
following shall be the conditions to the application of Legal Defeasance under subsection (b) or Covenant Defeasance under subsection
(c) to the Securities of the applicable series:


 


(i)          the
Issuer irrevocably deposits or causes to be deposited in trust with the Trustee or, at the option of the Trustee, with a trustee
satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, cash or U.S. Government Obligations that will generate cash sufficient to pay principal of and interest on the
Outstanding Securities of such series to maturity or redemption, as the case may be, and to pay all other amounts payable by it
hereunder, provided that (A) the trustee of the irrevocable trust, if any, shall have been irrevocably instructed to pay such funds
or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to
apply such funds or the proceeds of such U.S. Government Obligations to (x) the principal and interest on all Securities of such
series on the date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the day on
which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series, and the
Issuer shall also pay or cause to be paid all other amounts payable hereunder with respect to such series;


 


(ii)         the
Issuer delivers to the Trustee an Officer’s Certificate stating that all conditions precedent specified herein relating to
Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with, and an Opinion of Counsel to the same effect;


 




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(iii)        no
Event of Default under subsection (a), (b), (d) or (e) of Section 5.01 shall have occurred and be continuing, and no event which
with notice or lapse of time or both would become such an Event of Default shall have occurred and be continuing, on the date of
such deposit;


 


(iv)        in
the event of an election for Legal Defeasance under subsection (b), the Issuer shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling
or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a result of the deposit, defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would be the case if such deposit, defeasance and discharge were not to occur;


 


(v)         in
the event of an election for Covenant Defeasance under subsection (c), the Issuer shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as
a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were
not to occur; and


 


(vi)        notwithstanding
any other provisions of this subsection (d), such defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Issuer pursuant to Section 2.03.


 


After such irrevocable deposit made pursuant to this Section
10.01(d) and satisfaction of the other conditions set forth in this subsection (d), the Trustee upon request shall execute proper
instruments acknowledging the discharge of the Issuer’s obligations pursuant to this Section 10.01.


 


Section 10.02         Application
by Trustee of Funds Deposited for Payment of Securities. Subject to Section 10.04, all moneys deposited with the Trustee
(or other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series
for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other funds except to the extent required by law.


 




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Section 10.03         Repayment
of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from
all further liability with respect to such moneys.


 


Section 10.04         Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee
or any paying agent for the payment of the principal of, interest on or additional amounts in respect of any Security of any series
and not applied but remaining unclaimed for two years after the date upon which such principal, interest or additional amount shall
have become due and payable, shall be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder
of the Securities of such series shall thereafter look only to the Issuer for any payment which such Holder may be entitled to
collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.


 


Section 10.05         Indemnity
for U.S. Government Obligations. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 10.01 or the principal or interest received
in respect of such obligations.


 


ARTICLE 11

MISCELLANEOUS PROVISIONS


 


Section 11.01         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 Issuer or of any predecessor or successor corporation, either directly or through the Issuer
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 Issuer 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.


 


Section 11.02         Provisions
of Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and
their successors and the Holders of the Securities any legal or equitable right, remedy or claim under this Indenture or under
any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the Holders of the Securities.


 




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Section 11.03         Successors
and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements contained in this Indenture
by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.


 


Section 11.04         Notices
and Demands on Issuer, Trustee and Holders of Securities. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given
or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until
another address of the Issuer is filed by the Issuer with the Trustee) to Intercept Pharmaceuticals, Inc., 450 W. 15th
Street, Suite 505, New York, New York 10011, Attn: Chief Financial Officer. Any notice, direction, request or demand by the Issuer
or any Holder of Securities to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if
given or made at _______, ________, Attn: _______.


 


Where this Indenture provides for notice
to Holders of Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder entitled thereto, at his or her last address as it appears in the Security
register. In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail
notice of any event to Holders of Securities when said notice is required to be given pursuant to any provision of this Indenture
or of the Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice.


 


In case, by reason of the suspension of
or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice.


 


Neither the failure to give notice, nor
any defect in any notice so given, to any particular Holder of a Security shall affect the sufficiency of such notice with respect
to other Holders of Securities given as provided above.


 


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


 


Section 11.05         Officer’s
Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent 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.


 




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Each certificate or opinion provided for
in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture
shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he or she has made such examination or investigation
as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied
with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


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


 


Any certificate, statement or opinion of
an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion
of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his or
her certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous.


 


Any certificate or opinion of any independent
firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.


 


Section 11.06         Payments
Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series
or the date fixed for redemption or repayment of any such Security, or the last day on which a Holder has the right to convert
any Security, shall not be a Business Day, then payment of interest or principal, or any conversion, need not be made on such date,
but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date
fixed for redemption or on such last day for conversion, and no interest shall accrue for the period after such date.


 




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Section 11.07         Conflict
of Any Provision of Indenture With Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive,
of the Trust Indenture Act of 1939, such incorporated provision shall control.


 


Section 11.08         New
York Law to Govern. This Indenture and each Security shall be deemed to be a contract under the laws of the State of New York,
and for all purposes shall be governed by and construed in accordance with the laws of such State without regard to any principle
of conflict of laws that would require or permit the application of the laws of any other jurisdiction, except as may otherwise
be required by mandatory provisions of law.


 


Section 11.09         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 11.10         Effect
of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 11.11         Actions
by Successor. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any
board of directors or its equivalent, committee or officer of the Issuer 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
Issuer.


 


Section 11.12         Severability.
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.


 


ARTICLE 12

REDEMPTION OF SECURITIES AND SINKING FUNDS


 


Section 12.01         Applicability
of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a series, except as otherwise specified, as contemplated
by Section 2.03 for Securities of such series.


 


Section 12.02         Notice
of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid,
at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series
at their last addresses as they shall appear upon the Security register. Any notice which is given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice or
any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security of such series.


 




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The notice of redemption to each such Holder
shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption,
the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities,
that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue and shall also specify, if applicable, the conversion price then in effect
and the date on which the right to convert such Securities or the portions thereof to be redeemed will expire. In case any Security
of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.


 


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


 


On or before the redemption date specified
in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying
agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04)
an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption (other
than those Securities theretofore surrendered for conversion into Common Stock in accordance with their terms) at the appropriate
redemption price, together with accrued interest to the date fixed for redemption. If any Security called for redemption is converted
pursuant hereto and in accordance with the terms thereof, any money deposited with the Trustee or any paying agent or so segregated
and held in trust for the redemption of such Security shall be paid to the Issuer upon the Issuer’s request, or, if then
held by the Issuer, shall be discharged from such trust. The Issuer will deliver to the Trustee at least 10 days prior to the date
the notice required to be delivered to the Holders is to be sent (unless a shorter time period shall be acceptable to the Trustee)
an Officer’s Certificate (which need not comply with Section 11.05) stating the aggregate principal amount of Securities
to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption,
the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an
Officer’s Certificate stating that such restriction has been complied with.


 


If less than all the Securities of a series
are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such series to
be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating
to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal amount of such Security which has been or is to be redeemed. If any Security selected for partial
redemption is surrendered for conversion after such selection, the converted portion of such Security shall be deemed (so far as
may be possible) to be the portion selected for redemption.


 




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Section 12.03         Payment
of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer
shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest
on the Securities or portions of Securities so called for redemption shall cease to accrue, and such Securities shall cease from
and after the date fixed for redemption to be convertible into Common Stock (to the extent otherwise convertible in accordance
with their terms), if applicable, and cease to be entitled to any benefit or security under this Indenture, and except as provided
in the paragraph below, the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption
price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place
of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer
at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided, that
payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Securities
registered as such on the relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof.


 


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


 


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


 


Section 12.04         Exclusion
of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered
to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.


 


Section 12.05         Mandatory
and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund
payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund
payment date”.


 




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In lieu of making all or any part of any
mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the
Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory
sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased
or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10
and, if applicable, receive credit for Securities (not previously so credited) converted into Common Stock and so delivered to
the Trustee for cancellation, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant
to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through
any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in such Securities.


 


On or before the 60th day next preceding
each sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officer’s Certificate (which need
not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating
that none of the Securities of such series for which credit will be taken has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived
or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking
fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required
to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore
been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officer’s
Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable
and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any
such 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute
a default but shall constitute, on and as of such date, the irrevocable election of the Issuer that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option
to deliver or credit Securities of such series in respect thereof.


 




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If the sinking fund payment or payments
(mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a lesser
sum in Dollars or in any Foreign Currency if the Issuer shall so request) with respect to the Securities of any particular series,
such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000
(or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no such request then it shall be carried over
until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is available, which delay in accordance with
this paragraph shall not be a default or breach of the obligation to make such payment. The Trustee shall select, in the manner
provided in Section 12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such
series to which such cash may be applied, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer
of the serial numbers of the Securities of such series (or portions thereof) so selected. The Trustee, in the name and at the expense
of the Issuer (or the Issuer, if it shall so request the Trustee in writing), shall cause notice of redemption of the Securities
of such series to be given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03)
for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for
such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated),
which are not held for the payment or redemption of particular Securities of such series, shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series
at maturity. The Issuer’s obligation to make a mandatory or optional sinking fund payment shall automatically be reduced
by an amount equal to the sinking fund redemption price allocable to any Securities or portions thereof called for redemption pursuant
to the preceding paragraph on any sinking fund payment date and converted into Common Stock in accordance with the terms of such
Securities; provided that, if the Trustee is not the conversion agent for the Securities, the Issuer or such conversion
agent shall give the Trustee written notice on or prior to the date fixed for redemption of the principal amount of Securities
or portions thereof so converted.


 


On or before each sinking fund payment date,
the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed
for redemption on Securities to be redeemed on such sinking fund payment date.


 


The Trustee shall not redeem or cause to
be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series
by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event
of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for
such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event
of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article 5 and held for the payment of all such Securities. In case such
Event of Default shall have been waived as provided in Section 5.10, or the default cured on or before the 60th day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied on such sinking fund payment date in accordance
with this Section to the redemption of such Securities.


 




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ARTICLE 13

SUBORDINATION OF SECURITIES


 


Section 13.01         Agreement
of Subordination. The Issuer covenants and agrees, and each holder of Securities issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 13; 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 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 Issuer, whether outstanding at the date of this
Indenture or thereafter incurred.


 


The provisions of this Article 13 define
the subordination of the Securities, as obligations of the Issuer, with respect to Senior Indebtedness of the Issuer.


 


No provision of this Article 13 shall prevent
the occurrence of any default or Event of Default hereunder.


 


Section 13.02         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 Issuer continuing beyond the period of grace, if any, specified in the
instrument or lease evidencing such Senior Indebtedness of the Issuer, 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 Issuer with respect to the principal of or interest on
the Securities, except sinking fund obligations satisfied by credit of acquired Securities under Section 12.05 prior to the happening
of such default and payments made pursuant to Article 10 hereof from monies deposited with the Trustee pursuant thereto prior to
the happening of such default.


 


Upon any payment by the Issuer, or distribution
of assets of the Issuer 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 Issuer, 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 Issuer 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 or
interest on the Securities (except payments made pursuant to Article 10 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 Issuer, or distribution of assets of the Issuer 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 13, shall (except as aforesaid) be paid by the Issuer 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 Issuer (pro rata to such holders
on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer)
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 Issuer may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness of the Issuer 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 Issuer, before any payment or distribution is made
to the holders of the Securities or to the Trustee.


 




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In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Issuer 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 Issuer
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 Issuer 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 Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer,
for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior
Indebtedness of the Issuer 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 13, the words,
“cash, property or securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted,
or securities of the Issuer 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 13 with respect to the Securities to the payment of all Senior
Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer 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 Issuer (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 Issuer with, or
the merger of the Issuer into, another corporation or the liquidation or dissolution of the Issuer 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 9 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 13.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article 9 hereof. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.06.


 




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Section 13.03         Subrogation
of Securities. Subject to the payment in full of all Senior Indebtedness of the Issuer, the rights of the holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash,
property or securities of the Issuer applicable to the Senior Indebtedness of the Issuer until the principal of 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 Issuer 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 13 to or for the benefit of the holders of Senior Indebtedness of the
Issuer by holders of the Securities or the Trustee, shall, as between the Issuer, its creditors other than holders of Senior Indebtedness
of the Issuer, and the holders of the Securities, be deemed to be a payment by the Issuer to or on account of the Senior Indebtedness
of the Issuer. 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 Issuer,
on the other hand.


 


Nothing contained in this Article 13 or
elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Issuer, its creditors other than
the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Issuer, which is absolute and
unconditional, to pay to the holders of the Securities the principal of and interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Issuer 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 13 of the holders of Senior Indebtedness of the Issuer
in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets
of the Issuer referred to in this Article 13, the Trustee, subject to the provisions of Section 6.01, 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 Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 13.


 


Section 13.04         Authorization
by Securityholders. Each holder of a Security by its acceptance thereof authorizes and directs the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 13 appoints the Trustee
its attorney-in-fact for any and all such purposes.


 




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Section 13.05         Notice
to Trustee. The Issuer shall give promptly written notice to a Responsible Officer of the Trustee of any fact known to the
Issuer 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 13. Notwithstanding the provisions of this Article 13 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 13, 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 Issuer
or a holder or holders of Senior Indebtedness of the Issuer or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.01, 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 interest on any
Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 13.05, 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 Issuer or the Trustee to the Securityholders of monies in connection with a redemption of Securities
if (i) notice of such redemption has been given pursuant to Article 12 hereof 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.


 


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
Issuer (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness
of the Issuer 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 Issuer to participate
in any payment or distribution pursuant to this Article 13, 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 Issuer 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 13, 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 13.06         Trustee’s
Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article 13 in respect of any Senior Indebtedness of the Issuer at any time held by it, to the same extent as any other holder of
Senior Indebtedness of the Issuer 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 Issuer, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set
forth in this Article 13, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Issuer
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 Issuer and the Trustee shall not be liable to any holder of Senior Indebtedness of the Issuer if
it shall pay over or deliver to holders of Securities, the Issuer or any other Person money or assets to which any holder of Senior
Indebtedness of the Issuer shall be entitled by virtue of this Article 13 or otherwise.


 




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Section 13.07         No
Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness of the Issuer 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 Issuer
or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer 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 13 shall apply to claims of or payments to, the Trustee pursuant to Section 6.06.


 


[Signature pages follow]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of _____________.


 


	 	INTERCEPT Pharmaceuticals, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Attest:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	_______________________, Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: