Exhibit 4.5


 


CANOO INC.


 


to


 


[TRUSTEE]


 


Trustee


 


INDENTURE


 


Dated as of [          ]


 


SENIOR DEBT SECURITIES


 






     


     


    

 


CANOO INC.


 


Certain Sections of this Indenture relating to
Sections 310

through 318, inclusive, of the Trust Indenture Act of 1939


 


	Trust Indenture Act Section	Indenture Section
	Section 3.10(a)(1)	6.09
	(a)(2)	6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	6.08
	Section 3.11(a)	6.13
	(b)	6.13
	Section 3.12(a)	7.01, 7.02
	(b)	7.02
	(c)	7.02
	Section 3.13(a)	7.03
	(b)	7.03
	(c)	7.03
	(d)	7.03
	Section 3.14(a)	7.04
	(a)(4)	1.01
	(b)	Not Applicable
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.02
	Section 3.15(a)	6.01
	(b)	6.02
	(c)	6.01
	(d)	6.01
	(e)	5.13
	Section 3.16(a)	1.01
	(a)(1)(A)	5.02, 5.11
	(a)(1)(B)	5.12
	(a)(2)	Not Applicable
	(b)	Not Applicable
	(c)	1.04
	Section 3.17(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
	Section 3.18(a)	1.07


 


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


 






     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	6
	Section 1.01	Definitions	6
	Section 1.02	Compliance Certificates and Opinions	10
	Section 1.03	Form of Documents Delivered to Trustee	11
	Section 1.04	Acts of Holders; Record Dates	11
	Section 1.05	Notices, Etc., to Trustee and Company	12
	Section 1.06	Notice to Holders; Waiver	13
	Section 1.07	Conflict with Trust Indenture Act	13
	Section 1.08	Effect of Headings and Table of Contents	13
	Section 1.09	Successors and Assigns	13
	Section 1.10	Separability Clause	13
	Section 1.11	Benefits of Indenture	13
	Section 1.12	Governing Law	13
	Section 1.13	Legal Holidays	13
	Section 1.14	No Adverse Interpretation of Other Agreements	14
	Section 1.15	No Personal Liability of Directors, Officers, Employees and Stockholders	14
	Section 1.16	Language of Notices, Etc.	14
	Section 1.17	Force Majeure	14
	Section 1.18	Waiver of Jury Trial	14
	Section 1.19	U.S.A. Patriot Act	14
	 	 	 
	Article II SECURITY FORMS	14
	Section 2.01	Forms Generally	14
	Section 2.02	Form of Face of Security	15
	Section 2.03	Form of Reverse of Security	16
	Section 2.04	Form of Trustee’s Certificate of Authentication	18
	 	 	 
	Article III THE SECURITIES	18
	Section 3.01	Amount Unlimited; Issuable in Series	18
	Section 3.02	Denominations	20
	Section 3.03	Execution, Authentication, Delivery and Dating	20
	Section 3.04	Temporary Securities	21
	Section 3.05	Registration, Registration of Transfer and Exchange	21
	Section 3.06	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	23
	Section 3.07	Payment of Interest; Interest Rights Preserved	23
	Section 3.08	Persons Deemed Owners	24
	Section 3.09	Cancellation	24
	Section 3.10	Computation of Interest	25
	Section 3.11	CUSIP Numbers	25
	 	 	 
	Article IV SATISFACTION AND DISCHARGE	25
	Section 4.01	Satisfaction and Discharge of Indenture	25
	Section 4.02	Application of Trust Money	25
	 	 	 
	Article V REMEDIES	26
	Section 5.01	Events of Default	26
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	27
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	27
	Section 5.04	Trustee May File Proofs of Claim	28
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	28
	Section 5.06	Application of Money Collected	28
	Section 5.07	Limitation on Suits	28




 






     


     


    

 


	 	 	Page
	Section 5.08	Restoration of Rights and Remedies	29
	Section 5.09	Rights and Remedies Cumulative	29
	Section 5.10	Delay or Omission Not Waiver	29
	Section 5.11	Control by Holders	29
	Section 5.12	Waiver of Past Defaults	29
	Section 5.13	Undertaking for Costs	30
	Section 5.14	Waiver of Usury, Stay or Extension Laws	30
	 	 	 
	Article VI THE TRUSTEE	30
	Section 6.01	Certain Duties and Responsibilities	30
	Section 6.02	Notice of Defaults	31
	Section 6.03	Certain Rights of Trustee	31
	Section 6.04	Not Responsible for Recitals or Issuance of Securities	32
	Section 6.05	May Hold Securities	32
	Section 6.06	Money Held in Trust	32
	Section 6.07	Compensation and Reimbursement	32
	Section 6.08	Conflicting Interests	33
	Section 6.09	Corporate Trustee Required; Eligibility	33
	Section 6.10	Resignation and Removal; Appointment of Successor	33
	Section 6.11	Acceptance of Appointment by Successor	34
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	34
	Section 6.13	Preferential Collection of Claims Against Company	35
	Section 6.14	Appointment of Authenticating Agent	35
	 	 	 
	Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	36
	Section 7.02	Preservation of Information; Communications to Holders	36
	Section 7.03	Reports by Trustee	36
	Section 7.04	Reports by Company	36
	 	 	 
	Article VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	37
	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	37
	Section 8.02	Successor Substituted	37
	 	 	 
	Article IX SUPPLEMENTAL INDENTURES	37
	Section 9.01	Supplemental Indentures Without Consent of Holders	37
	Section 9.02	Supplemental Indentures With Consent of Holders	38
	Section 9.03	Execution of Supplemental Indentures	39
	Section 9.04	Effect of Supplemental Indentures	39
	Section 9.05	Conformity with Trust Indenture Act	39
	Section 9.06	Reference in Securities to Supplemental Indentures	39
	 	 	 
	Article X COVENANTS	39
	Section 10.01	Payment of Principal, Premium and Interest	39
	Section 10.02	Maintenance of Office or Agency	40
	Section 10.03	Money for Securities Payments to Be Held in Trust	40
	Section 10.04	Corporate Existence	41
	Section 10.05	Statement by Officers as to Default	41
	Section 10.06	Waiver of Certain Covenants	41
	 	 	 
	Article XI REDEMPTION OF SECURITIES	41
	Section 11.01	Applicability of Article	41
	Section 11.02	Election to Redeem; Notice to Trustee	41
	Section 11.03	Selection by Trustee of Securities to Be Redeemed	41
	Section 11.04	Notice of Redemption	42
	Section 11.05	Deposit of Redemption Price	42
	Section 11.06	Securities Payable on Redemption Date	43
	Section 11.07	Securities Redeemed in Part	43



 






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	 	Page
	Article XII DEFEASANCE AND COVENANT DEFEASANCE	43
	Section 12.01	Company’s Option to Effect Defeasance or Covenant Defeasance	43
	Section 12.02	Defeasance and Discharge	43
	Section 12.03	Covenant Defeasance	43
	Section 12.04	Conditions to Defeasance or Covenant Defeasance	44
	Section 12.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	45
	Section 12.06	Reinstatement	45
	 	 	 
	Article XIII [RESERVED]	45
	Section 13.01	Reserved	45
	 	 	 
	Article XIV SECURITY	45
	Section 14.01	Security	45



 






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INDENTURE, dated as of [          ],
between Canoo Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”),
having its principal office at [          ], and [Trustee], as Trustee (herein called
the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its senior secured or unsecured debentures, notes or other
evidences of indebtedness (herein called the “Securities”) to be issued in one or more series as in this Indenture
provided.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article I


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 1.01           Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


(2)            all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein;


 


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


 


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


 


(5)            the
words “herein”, “hereof”, “hereto” 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;


 


(6)            references
to agreements and other instruments include subsequent amendments and supplements thereto;


 


(7)            when
used with respect to any Security, the words “convert”, “converted” and “conversion” are intended
to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance
with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 3.01, and these words
are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series
and like tenor pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.06 or Section 11.07
or another similar provision of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security
that may be converted mean such terms as may be specified for such Security as contemplated in Section 3.01; and


 


(8)            unless
the context otherwise requires, any reference to “duly provided for” and other words of similar import with respect to any
amount or property required to be paid or delivered, as applicable, shall include, without limitation, having made such amount or property
available for payment or delivery.


 


“Act”, when used with
respect to any Holder, has the meaning specified in Section 1.04.


 


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


 






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“Applicable Procedures”
of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Authenticating Agent”
means, when used with respect to Securities of any series, any Person authorized by the Trustee to act on behalf of the Trustee to authenticate
the Securities of such series.


 


“Board of Directors”
means either the board of directors of the Company or any duly authorized committee of that board.


 


“Board Resolution” means
a copy of a resolution certified by an Officer of the Company to have been duly adopted by the Board of Directors and to be in full force
and effect on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture refers to action to
be taken pursuant to a Board Resolution (including the establishment of any series of the Securities and the forms and terms thereof),
such action may be taken by any officer or employee of the Company authorized to take such action by the Board of Directors as evidenced
by a Board Resolution.


 


“Business Day”, when
used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or executive order to close; provided that, when used with respect
to any Security, “Business Day” may have such other meaning, if any, as may be specified for such Security as contemplated
by Section 3.01.


 


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


 


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


 


“Company Request” or
 “Company Order” means a written request or order signed in the name of the Company by any Officer of the Company,
or any other officer or officers of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered
to the Trustee from time to time.


 


“Corporate Trust Office”
means the designated office of the Trustee in [          ] at which at any particular
time its corporate trust business shall be administered and which, at the date hereof, is located at [          ],
Attention: [          ] or at such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee.


 


“corporation” means a
corporation, association, company (including a limited liability company), joint-stock company, business trust or other similar entity.


 


“Covenant Defeasance”
has the meaning specified in Section 12.03.


 


“Defaulted Interest”
has the meaning specified in Section 3.07.


 


“Defeasance” has the
meaning specified in Section 12.02.


 


“Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency that
is designated to act as depositary for such Securities as contemplated by Section 3.01.


 


“DTC” has the meaning
specified in Section 1.04.


 


“Event of Default” has
the meaning specified in Section 5.01.


 


“Exchange Act” means
the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date” has
the meaning specified in Section 1.04.


 






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“GAAP” means, at any
time, (i) generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board
or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United
States or (ii) if at such time the Company is required to prepare its financial statements for reports filed with the Commission
under Section 13 or 15(d) of the Exchange Act pursuant to standards other than those specified in clause (i) (which may
include International Financial Reporting Standards), such other standards, in each case which are in effect at such time.


 


“Global Security” means
a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 for such Securities).


 


“Holder” means a Person
in whose name a Security is registered in the Security Register.


 


“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture,
the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of any particular series or specific Securities within
a series established as contemplated by Section 3.01.


 


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


 


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


 


“Maturity”, when used
with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.


 


“Notice of Default” means
a written notice of the kind specified in Section 5.01(3).


 


“Officer” means a Chairman
of the Board, a Chief Executive Officer, a Chief Financial Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer,
a Secretary or an Assistant Secretary of the Company.


 


“Officers’ Certificate”
means a certificate signed by any two Officers of the Company, or any other officer or officers of the Company designated in a writing
by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time.


 


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


 


“Original Issue Discount Security”
means any Security which 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 5.02.


 


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


 


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


 


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


 


(3) Securities as to which Defeasance has
been effected pursuant to Section 12.02;


 






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(4) Securities which have been paid pursuant
to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to
it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Company; and


  


(5) Securities as to which any property deliverable
upon conversion thereof has been delivered (or such delivery has been duly provided for), or as to which any other particular conditions
have been satisfied, in each case as may be provided for such Securities as contemplated in Section 3.01;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof
which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01,
(C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which
shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above,
of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Securities which a Responsible Officer of the Trustee actually knows to be 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 Company of such Securities or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor.


 


“Paying Agent” means
any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.


 


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


 


“Place of Payment”, when
used with respect to the Securities of any series and subject to Section 10.02, means the place or places where the principal
of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange
for or in lieu of a mutilated, destroyed, lost or wrongfully taken Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or wrongfully taken Security.


 


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


 


“Redemption Price”, when
used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 3.01.


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee within the corporate trust department, including any Vice President,
assistant secretary, assistant treasurer, assistant cashier, trust officer, assistant trust officer or assistant controller assigned to
the Corporate Trust Office, or any other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to
whom such matter is referred because of his knowledge of and familiarity with the particular subject, and who, in each case, shall have
direct responsibility for the administration of this Indenture.


 






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


 


“Securities Act” means
the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register” and
 “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


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


 


“Subsidiary” means any
Person a majority of the combined voting power of the total outstanding ownership interests in which is, at the time of determination,
beneficially owned or held, directly or indirectly, by the Company or one or more other Subsidiaries. For this purpose, “voting
power” means power to vote in an ordinary election of directors (or, in the case of a Person that is not a corporation, ordinarily
to appoint or approve the appointment of Persons holding similar positions), whether at all times or only as long as no senior class of
ownership interests has such voting power by reason of any contingency.


 


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


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Uniform Commercial Code”
means the Uniform Commercial Code in effect in the State of Delaware or the State of New York, as applicable, in each case as amended
from time to time.


 


“U.S. Government Obligation”
has the meaning specified in Section 12.04.


 


“Vice President”, when
used with respect to the Company 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 “vice president.”


 


Section 1.02         Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act;
provided, however, that no such opinion shall be required in connection with the issuance of Securities that are part of
any series as to which such an opinion has been furnished. Each such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an Officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include:


 


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


 


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


 






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


 


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


 


Section 1.03         Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


Any certificate or opinion of an Officer of the
Company may be based, insofar as it relates to legal matters, upon 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 certificate or opinion
is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.


 


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


 


Section 1.04         Acts
of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent or agents 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 and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive
in favor of the Trustee, the Company, if made in the manner provided in this Section.


 


Without limiting the generality of this Section,
unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder
of a Global Security, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted in or pursuant to this Indenture to be given, made or taken by Holders,
and a Depositary or its nominee that is a Holder of a Global Security may duly appoint in writing as its agent or agents members of, or
participants in, such Depositary holding interests in such Global Security in the records of such Depositary; and (ii) with respect
to any Global Security the Depositary for which is The Depository Trust Company (“DTC”), any consent or other
action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer
Procedures system or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act”
of the Holder of such Global Security, and such Act shall be deemed to have been delivered to the Company and the Trustee upon the delivery
by DTC of an “ agent’s message” or other notice of such consent or other action having been so given, made or taken
in accordance with the Applicable Procedures of DTC.


 


The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.


 


The ownership of Securities shall be proved by
the Security Register.


 






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


 


The Company may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities
of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect
to, the giving, making or taking of any notice, declaration, request or direction referred to in the next paragraph. If any record date
is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders,
shall be entitled to give, make or take the relevant action, whether or not such Holders remain Holders after such record date; provided,
however, that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of
the requisite principal amount of Outstanding Securities of the relevant series on the date such action is given, made or taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 1.05 and Section 1.06.


 


The Trustee may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving, making or taking of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.11, in each
case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
of such series on such record date, and no other Holders, shall be entitled to give, make or take such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall
be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth
in Section 1.05 and Section 1.06.


 


With respect to any record date set pursuant to
this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and
from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice
of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration
Date to an earlier day as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.


 


Without limiting the foregoing, a Holder entitled
hereunder to give, make or take any action hereunder with regard to any particular Security may do so, in person or by an agent duly appointed
in writing, with regard to all or any part of the principal amount of such Security.


 


Section 1.05         Notices,
Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by
the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be by facsimile transmission)
to or with the Trustee at [          ], Attention: [          ],
facsimile: [          ] or any other address previously furnished in writing to the
Company and the Holders by the Trustee or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at
the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company.


 






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Section 1.06         Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at
his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


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


 


Where this Indenture provides for notice of any
event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security (or its designee),
pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice.


 


Section 1.07         Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which
is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 1.08         Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 1.09         Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed
or not.


 


Section 1.10         Separability
Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11         Benefits
of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture,
except as may otherwise be provided pursuant to Section 3.01 with respect to any Securities of a particular series or under this
Indenture with respect to such Securities.


 


Section 1.12         Governing
Law. This Indenture and the Securities and the rights and obligations of the parties hereto and thereto, including the interpretation,
construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the
State of New York, without regard to conflicts of laws principles thereof


 


Section 1.13         Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Maturity of any Security, or any date on which a Holder
has the right to convert his Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section)) payment of interest or principal (and premium, if any), or conversion of such Security need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Maturity, or on such date for conversion, as the case may be.


 






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Section 1.14         No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or other agreement
of the Company or any Subsidiaries of any thereof or of any other Person. Any such indenture, loan or other agreement may not be used
to interpret this Indenture.


 


Section 1.15         No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Securities or this Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting
a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


Section 1.16         Language
of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver, other action or Act provided or permitted
under this Indenture shall be in the English language, except that any published notice may be in an official language of the country
of publication.


 


Section 1.17         Force
Majeure. Subject to Section 6.01, in no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts
of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


Section 1.18         Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.


 


Section 1.19         U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and
record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to
satisfy the requirements of the U.S.A. Patriot Act.


 


Article II


SECURITY FORMS


 


Section 2.01         Forms
Generally. The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto and with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities as evidenced
by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of
such Securities.


 






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Section 2.02         Form of
Face of Security.


 


[Insert any legend required by the Internal Revenue
Code and the regulations thereunder.]


 


CANOO INC.


 


	No $	CUSIP No.


 


CANOO INC., a corporation duly organized and existing
under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal
sum of ________________ Dollars on ___________ [if the Security is to bear interest prior to Maturity, insert — , and to pay interest
thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually
on __________ and __________ in each year, commencing __________, and at the Maturity thereof, at the rate of __________% per annum, until
the principal hereof is paid or made available for payment [if applicable, insert —, provided that any premium, and any such installment
of interest, which is overdue shall bear interest at the rate of __________% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the date such overdue amount is due until such amount is paid or duly provided for, and such interest
on any overdue amount shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest, which shall be the __________ or __________ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually
paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements
of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture].




 


[If the Security is not to bear interest prior
to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest
at the rate of _______% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand.]


 


Payment of the principal of (and premium, if any)
and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained
for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts, against surrender of this Security in the case of any payment due at the Maturity of the principal
thereof or any payment of interest becomes payable on a day other than an Interest Payment Date; provided, however, that if this Security
is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender
of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the
check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on
this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or,
in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a
written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes
due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Company shall make
such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions,
once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions
are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this
Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture.
Any interest shall be computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


CANOO INC.


 


	By: 	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 






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Section 2.03         Form of
Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of [          ]
(herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between
the Company and [Trustee], as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —
limited in aggregate principal amount to $__________].


 


This Security is the general, [unsecured,] senior
obligation of the Company.


 


[If applicable, insert — The Securities of
this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable,
insert — on or after __________, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before __________, _____%, and if
redeemed] during the 12-month period beginning ________________ of the years indicated,


 


Year         Redemption
Price         Year         Redemption
Price


 


and thereafter at a Redemption Price equal to %
of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If the Security is subject to redemption of any
kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]


 


[If applicable, insert — The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default
with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


 


[If the Security is not an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]


 


[If the Security is an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority
in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities)
of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be
affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than
all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of
any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers
obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding
to be affected under the Indenture (considered together as one class for this purpose and such affected Securities potentially being Securities
of the same or different series and, with respect to any particular series, potentially comprising fewer than all the Securities of such
series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company with certain provisions of the Indenture
and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or
tender offer or exchange offer for, Securities) of the Securities at the time Outstanding of any series to be affected under the Indenture
(with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain
past defaults under the Indenture with respect to such series and their consequences, in the case of Clause (i) or (ii), except as
may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.


 






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As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for
the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in principal
amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall
not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


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


 


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


 


The Securities of this series are issuable only
in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


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


 


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


 


[If this Security is a Global Security, insert
 — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including
the limitations therein on transfers and exchanges of Global Securities.]


 


When a successor entity assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Securities and the Indenture, and immediately before and thereafter
no Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity will be released from those
obligations.


 


This Security and the Indenture shall be governed
by and construed in accordance with the law of the State of New York, without regard to the conflicts of laws principles thereof.


 


All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


Form of Legend for Global Securities. Unless
otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 






    17


     


    

 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


Section 2.04         Form of
Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication 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.


 


[TRUSTEE], AS TRUSTEE


 


Dated:         By:


 


Authorized Signatory


 


Article III


THE SECURITIES


 


Section 3.01         Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
is unlimited.


 


The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution, and, subject to Section 3.03, set forth, or determined in
the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,


 


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


 


(2)            any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.06 or Section 11.07
and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


 


(3)            the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


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


 


(5)            the
rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable
on any Interest Payment Date;


 


(6)            the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner in
which any payment may be made;


 


(7)            the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election
by the Company to redeem the Securities shall be evidenced;


 






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


 


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


 


(10)          if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)          if
other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency
units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in
the currency of the United States of America and applying the definition of “Outstanding” in Section 1.01;


 


(12)          if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated
to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium
or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(13)          if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(14)          if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any
purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the
Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner
in which such amount deemed to be the principal amount shall be determined);


 


(15)          if
applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 12.02
or Section 12.03 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either
or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of
other arrangements) to satisfy the requirements of Section 12.04(1) for defeasance of such Securities and, if other than
by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)          if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.04, any addition to, elimination of or other change
in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 3.05 in which any such Global Security
may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing
exchanges or transfers of any such Global Security;


 


(17)          any
addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the
right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;


 


(18)          any
addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;


 






    19


     


    

 


(19)          any
provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted
into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any
payment of principal or other amount and whether at the option of the Company or otherwise;


 


(20)          if
applicable, that Persons other than those specified in Section 1.11 shall have such benefits, rights, remedies and claims
with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for
such Securities;


 


(21)          any
change in the actions permitted or required under this Indenture to be taken by or on behalf of the Holders of the Securities of the series,
including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific
Securities of the series rather than or in addition to the Holders of all Securities of the series;


 


(22)          any
provisions for subordination of any Securities of the series to other indebtedness of the Company (including Securities of other series);


 


(23)          whether
the Securities of such series are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any
deletions from, or modifications or additions to, the provisions of Article XIV hereof or any other provisions of this Indenture
in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and


 


(24)          any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(7)).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise
provided pursuant to this Section 3.01 for any series, after issuance of Securities of such series, such series may be reopened
for issuances of additional Securities of that series.


 


The terms of any Security of a series may differ
from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 3.01. The matters
referenced in any or all of Clauses (1) through (24) above may be established and set forth or determined as aforesaid with respect
to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act).


 


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


 


Section 3.02         Denominations.
The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 3.03         Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President
or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board
of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or
facsimile.


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, 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, an Opinion of Counsel stating,


 






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(1)            if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this Indenture;


 


(2)            if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(3)            that
when such Securities have been authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, such Securities will constitute valid and legally binding obligations of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles and subject to any limitation with respect
to payments in currency other than U.S. dollars.


 


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


 


Notwithstanding the provisions of Section 3.01
and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated as of the date of
its authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 3.04         Temporary
Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee
shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.


 


If temporary Securities of any series are issued,
the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.


 


Section 3.05         Registration,
Registration of Transfer and Exchange. The Company shall cause to be kept at each office or agency of the Company designated as a
Place of Payment pursuant to the first paragraph of Section 10.02 a register (the register maintained in each such office or agency
of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. [Each such office or agency] is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided.


 






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Upon surrender for registration of transfer of
any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


At the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled
to receive.


 


All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof
or his attorney duly authorized in writing.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, Section 9.06 or Section 11.07 not involving any transfer.


 


If the Securities of any series (or of any series
and specified tenor) are to be redeemed in whole or in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of mailing of a notice of redemption of any such Securities under Section 11.03
and ending at the close of business on the day of such mailing (or during such period as otherwise specified pursuant to Section 3.01
for such Securities), or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


 


The provisions of Clauses (1), (2), (3) and
(4) below shall apply only to Global Securities:


 


(1)            Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)            Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 3.01,
no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, or (B) the Company has executed and delivered to the Trustee a
Company Order stating that such Global Security shall be exchanged in whole for Securities that are not Global Securities (in which case
such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind specified in Clause (A) above
or has delivered a Company Order of the kind specified in Clause (B) above, it may, in its sole discretion, designate a successor
Depositary for such Global Security within 90 days after receiving such notice or delivery of such order, as the case may be. If the Company
designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global
Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor
Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and (4) of this provision shall continue to
apply thereto.


 


(3)            Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 3.01, any
exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 






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(4)            Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 3.04, Section 3.06, Section 9.06 or Section 11.07
or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 


Every Person who takes or holds any beneficial
interest in a Global Security agrees that:


 


(5)            the
Company and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such
Person;


 


(6)            such
Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established
by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary;


 


(7)            the
Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal
and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary; and


 


(8)            none
of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


Section 3.06         Mutilated,
Destroyed, Lost and Wrongfully Taken Securities. If (a) any mutilated Security is surrendered to the Trustee or (b) both
(i) there shall be delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction, loss or wrongful
taking of any Security of such Holder and a request thereby for a new replacement Security of the same series, and (B) such indemnity
bond as may be required by them to save each of them and any agent of either of them harmless and (ii) such other reasonable requirements
as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence
of notice to the Company or the Trustee that such Security has been acquired by a “protected purchaser” within the meaning
of Section 8-405 of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such mutilated, destroyed, lost or wrongfully taken Security, a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or wrongfully
taken Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


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


 


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


 


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


 


Section 3.07         Payment
of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any Securities
of a series, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest (or, if no business is conducted by the Trustee at its Corporate Trust Office on such date, at 5:00
P.M. New York City time on such date).


 


Any interest on any Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:


 






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(1)            The
Company may elect to make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names such Securities
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each of such Securities and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of such Securities
in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons
in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following Clause (2).


 


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


 


Except as may otherwise be provided in this Section 3.07
or as contemplated in Section 3.01 with respect to any Securities of a series, the Person to whom interest shall be payable
on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such Security on the day
such interest is paid.


 


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


 


In the case of any Security which is converted
after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity is
prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted,
interest whose Stated Maturity is after the date of conversion of such Security shall not be payable.


 


Notwithstanding the foregoing, the terms of any
Security that may be converted may provide that the provisions of this paragraph do not apply, or apply with such additions, changes or
omissions as may be provided thereby, to such Security.


 


Section 3.08         Persons
Deemed Owners . Prior to due presentment of a Security for registration of transfer, the Company and the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose
of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 


Section 3.09         Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of in accordance with the Trustee’s customary procedures.


 






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Section 3.10         Computation
of Interest. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11         CUSIP
Numbers. The Company in issuing the Securities may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use
CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance
may be placed only on the other identification numbers printed on the Securities. Any such redemption shall not be affected by any defect
in or omission of such CUSIP numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers.


 


Article IV


SATISFACTION AND DISCHARGE


 


Section 4.01         Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to the Securities
of any series (except as to any surviving rights of conversion, registration of transfer or exchange of any such Security expressly provided
for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities, when


 


(1)            either


 


(A)            all
such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or wrongfully
taken and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


(B)            all
such Securities not theretofore delivered to the Trustee for cancellation


 


(i)            have
become due and payable, or


 


(ii)           will
become due and payable at their Stated Maturity within one year, or


 


(iii)          are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


(2)            the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Company to any Authenticating Agent under Section 6.14, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section with respect to such Securities, the obligations of
the Company of such series under Section 10.02 and the obligations of the Trustee under Section 4.02, Section 6.06
and the last paragraph of Section 10.03 with respect to such Securities shall survive such satisfaction and discharge.


 


Section 4.02         Application
of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant
to Section 4.01 with respect to Securities of any series shall be held in trust and applied by it, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee. All moneys deposited with the Trustee pursuant to Section 4.01 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Company upon Company Request,
to the extent originally deposited by the Company. The Company may direct by a Company Order the investment of any money deposited with
the Trustee pursuant to Section 4.01, without distinction between principal and income, in (1) United States Treasury Securities
with a maturity of one year or less or (2) a money market fund that invests solely in short term United States Treasury Securities
and from time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the
criteria specified in Clause (1) or (2) of this sentence.


 






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Article V


REMEDIES


 


Section 5.01         Events
of Default.


 


Except as may otherwise be provided pursuant to
Section 3.01 for all or any specific Securities of any series, “Event of Default,” wherever used
herein with respect to the Securities of that series, means any one of the following events (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):


 


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


 


(2)            default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)            default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of series of Securities other than that series), 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 Company by the Trustee or to the Company and the
Trustee by the Holders of at least 30% in principal amount of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied within a specified time after receipt of such notice and stating that such notice is
a “Notice of Default” hereunder; or


 


(4)            the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days (provided that, if any Person becomes the successor to the Company pursuant
to Article VIII and such Person is organized and validly existing under the law of a jurisdiction outside the United States,
each reference in this Clause (4) to an applicable Federal or State law of a particular kind shall be deemed to refer to such law
or any applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is the successor to the Company hereunder and
is so organized and existing); or


 


(5)            the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action (provided that, if any Person becomes the successor to the
Company pursuant to Article VIII and such Person is organized and validly existing under the law of a jurisdiction outside
the United States, each reference in this Clause (5) to an applicable Federal or State law of a particular kind shall be deemed to
refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is the successor to the Company
hereunder and is so organized and existing); or


 






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(6)            any
other Event of Default provided with respect to Securities of that series in accordance with Section 3.01.


 


Section 5.02         Acceleration
of Maturity; Rescission and Annulment. Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities
of any series, if an Event of Default (other than an Event of Default specified in Section 5.01(4) or Section 5.01(5))
with respect to Securities of that series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 30% in principal amount of the Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon
upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. Except as may otherwise be provided pursuant to Section 3.01 for all or any specific
Securities of any series, if an Event of Default specified in Section 5.01(4) or Section 5.01(5) with respect to Securities
of that series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, in the case of any Security
of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be
specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.


 


Except as may otherwise be provided pursuant to
Section 3.01 for all or any specific Securities of any series, at any time after such a declaration of acceleration with respect
to Securities of that series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series,
by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:


 


(1)            the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)            all
overdue interest on all Securities of that series;


 


(B)            the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration
and any interest thereon at the rate or rates prescribed therefor in such Securities;


 


(C)            to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities;
and


 


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


 


(2)            all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12.


 


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


 


Section 5.03         Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if


 


(1)            default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period
of 60 days, or


 


(2)            default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on
any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 






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


 


Section 5.04         Trustee
May File Proofs of Claim. In case of any judicial proceeding relative to the Company or any other obligor upon the Securities,
their property or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. The Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote
for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 5.05             Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has
been recovered.


 


Section 5.06            Application
of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 6.07;


 


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


 


THIRD: To the payment of the remainder, if any,
to the Company or to whomsoever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.


 


Section 5.07
            Limitation on Suits. No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


(2)            the
Holders of not less than 30% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 






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


 


(5)            no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.


 


Section 5.08          Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


Section 5.09            Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
wrongfully taken Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 5.10              Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 5.11            Control
by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series, provided that


 


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


 


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


 


(3)            subject
to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section 5.12            Waiver
of Past Defaults. Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities of any series,
the Holders of not less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities) of the Outstanding Securities of any series to be affected under this Indenture may by notice to the
Trustee on behalf of the Holders of all the Securities of such series waive any existing default and its consequences hereunder with respect
to such series and its consequences, except a default


 


(1)            in
the payment of the principal of or any premium or interest on any Security of such series, or


 


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


 






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Upon any such waiver with respect to any series,
such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, with respect to such
series for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. A waiver of any past default and its consequences given by or on behalf of any Holder of Securities in connection with a purchase
of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase, tender or exchange.


 


Section 5.13             Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company
or the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security in accordance with its terms.


 


Section 5.14            Waiver
of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


Article VI


THE TRUSTEE


 


Section 6.01            Certain
Duties and Responsibilities. (a) Except during the continuance of an Event of Default,


 


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


 


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


 


(b) In case an Event of Default has occurred
and is continuing, 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 such person’s
own affairs.


 


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


 


(3)            this
Subsection shall not be construed to limit the effect of the first paragraph of this Section;


 


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


 


(5)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 5.11,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 






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(6)            no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


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


 


Section 6.02            Notice
of Defaults. If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities
of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 5.01(3) with respect to Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such
series.


 


Section 6.03             Certain
Rights of Trustee. Subject to the provisions of Section 6.01:


 


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


 


(2)            any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(6)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;


 


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


 


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


 






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


 


(10)           the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this Indenture; and


 


(11)           the
rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder.


 


Section 6.04            Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee does not assume any responsibility for
their correctness. The Trustee makes no representations 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 Company of Securities or the proceeds thereof.


 


Section 6.05            May Hold
Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 6.08 and Section 6.13,
may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


 


Section 6.06            Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Company.


 


Section 6.07            Compensation
and Reimbursement.


 


The Company agrees


 


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


 


(2)            except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence
or willful misconduct; and


 


(3)            to
indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless
against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined
by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder.


 


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


 


Without limiting any rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or
Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar
law.


 






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The provisions of this Section shall survive
the termination of this Indenture.


 


Section 6.08            Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one series.


 


Section 6.09            Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of
each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust
Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series
shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


Section 6.10            Resignation
and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.


 


The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 60 days after the giving of such notice
of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of a notice of removal pursuant to this paragraph, the Trustee
being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


If at any time:


 


(1)            the
Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or


 


(2)            the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


(3)            the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 5.13, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 






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If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


Section 6.11            Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


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


 


Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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


 


Section 6.12            Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 






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Section 6.13             Preferential
Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


 


Section 6.14            Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and
upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3.06, and Securities of
such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities
of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.


 


Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the
Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee
may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall
give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1.06. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.


 


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


 


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


 


	[TRUSTEE],	 
	AS TRUSTEE	 
	 	 
	By:	 
	 	 
	As Authenticating Agent	 
	 	 
	By:	 
	 	 
	Authorized Signatory	 



 






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Article VII


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01            Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee


 


(1)            semi-annually,
not later than [           ] and [           ]
in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each
series as of the immediately preceding [             ] or
[            ] as the case may be, and


 


(2)            at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


excluding from any such list names and addresses received by the Trustee
in its capacity as Security Registrar.


 


Section 7.02            Preservation
of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither of the Company nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


 


Section 7.03            Reports
by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than [          ]
and shall be dated as of [          ] in each calendar year, commencing in
20[          ].


 


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


 


Section 7.04            Reports
by Company. The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, if any, at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13
or 15(d) of the Exchange Act need not be filed with the Trustee until the 15th day after the same are actually filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the compliance by the Company with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).


 






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Article VIII


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01            Company
May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or sell,
convey, transfer or lease all or substantially all its properties and assets to any Person, and the Company shall not permit any Person
to consolidate with or merge into the Company, unless:


 


(1)            in
case the Company shall consolidate with or merge into another Person or sell, convey, transfer or lease all or substantially all its properties
and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by
sale, conveyance or transfer, or which leases, all or substantially all the properties and assets of the Company shall be organized and
validly existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed or observed and, for each Security that by its terms provides for conversion,
shall have provided for the right to convert such Security in accordance with its terms;


 


(2)            immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as
a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and


 


(3)            the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
sale, 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.


 


Section 8.02            Successor
Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, conveyance,
transfer or lease of all or substantially all the properties and assets of the Company in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company 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.


 


Article IX


SUPPLEMENTAL INDENTURES


 


Section 9.01            Supplemental
Indentures Without Consent of Holders. Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities
of any series, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


 


(1)            to
cure any ambiguity or omission, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or


 


(2)            to
comply with Article VIII; or


 


(3)            to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein
and in the Securities, as the case may be; or


 


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


 






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(5)            to
add any additional Events of Default for the benefit of the Holders of all or any Securities of any series (and if such additional Events
of Default are to be for the benefit of less than all Securities of such series, stating that such additional Events of Default are expressly
being included solely for the benefit of such Securities within such series); or


 


(6)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in definitive form, or to permit or facilitate the issuance of Securities in uncertificated form; or


 


(7)            to
add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series (and if such addition,
change or elimination is to apply with respect to less than all Securities of such series stating that it is expressly being made to apply
solely with respect to such Securities within such series), provided that any such addition, change or elimination (A) shall neither
(i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit
of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding; or


 


(8)            to
secure the Securities; or


 


(9)            to
establish the form or terms of all or any Securities of any series as permitted by Section 2.01 and Section 3.01;
or


 


(10)           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; or


 


(11)           to
add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities
or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or
conversion of such Securities; or


 


(12)           to
comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or


 


(13)           to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities; provided, however,
that (a) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities
Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders
to transfer Securities; or


 


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


 


The Trustee is hereby authorized to join with the
Company 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.


 


Section 9.02            Supplemental
Indentures With Consent of Holders. Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities
of any series, with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities) of the Outstanding Securities of all series affected by such supplemental indenture
(considered together as one class for this purpose and such affected Securities potentially being Securities of the same or different
series and, with respect to any series, potentially comprising fewer than all the Securities of such series), by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby
(including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities),


 


(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or


 


(2)            permit
the Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to do so, or


 






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(3)            change
any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or


 


(4)            change
the ranking or priority of any Security that would adversely affect the Holders, or


 


(5)            impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or


 


(6)            reduce
the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together as one class,
as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of whose
Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(7)            modify
any of the provisions of this Section, Section 5.12 or Section 10.06, except to increase any such percentage or
to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the Trustee” and concomitant changes in this Section and
Section 10.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11 and Section 9.01(10).


 


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Securities
or series of Securities, or which modifies the rights of the Holders of such Securities or series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of any other Securities or of any other series,
as applicable. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A consent to any indenture supplemental
hereto by or on behalf of any Holder of Securities given in connection with a purchase of, or tender or exchange offer for, such Holder’s
Securities will not be rendered invalid by such purchase, tender or exchange.


 


Section 9.03            Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject
to Section 6.01) shall be fully protected in conclusively relying upon, an Opinion of Counsel and Officers’ Certificate stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise.


 


Section 9.04            Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 9.05            Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.


 


Section 9.06            Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Article X


COVENANTS


 


Section 10.01           Payment
of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly
and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture.


 






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Section 10.02          Maintenance
of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer
or exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


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


 


With respect to any Global Security, and except
as otherwise may be specified for such Global Security as contemplated by Section 3.01, the Corporate Trust Office of the
Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer
or exchange, or where successor Securities may be delivered in exchange therefor, provided, however, that any such payment,
presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be
deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.


 


Section 10.03          Money
for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, on or prior to 11:00 A.M., New York City time, on each due date of the principal of or any
premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant
to Section 12.04(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


 


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that
series.


 


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


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company
on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an [unsecured] general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may, at the direction and expense of the Company,
cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 






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Section 10.04           Corporate
Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.


 


Section 10.05          Statement
by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers’ Certificate stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge;


 


Section 10.06          Waiver
of Certain Covenants. Except as otherwise provided pursuant to Section 3.01 for all or any Securities of any series, the Company
may, with respect to all or any Securities of any series, omit in any particular instance to comply with any term, provision or condition
set forth in Section 10.04 or in any covenant provided pursuant to Section 3.01(18), Section 9.01(4), Section 9.01(8) or
Section 9.01(9) for the benefit of the Holders of such series or in Article VIII if, before the time for such compliance,
the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities) of all Outstanding Securities affected by such waiver (considered together as one class for this purpose and such
affected Securities potentially being Securities of the same or different series and, with respect to any particular series, potentially
comprising fewer than all the Securities of such series) shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. A waiver of compliance
given by or on behalf of any Holder of Securities in connection with a purchase of, or tender or exchange offer for, such Holder’s
Securities will not be rendered invalid by such purchase, tender or exchange.


 


Article XI


REDEMPTION OF SECURITIES


 


Section 11.01          Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this Article.


 


Section 11.02          Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be established in or pursuant to a Board
Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. In case of any redemption at the election
of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company
shall, not less than 30 days nor more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed
and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (1) prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to
an election of the Company that is subject to a condition specified in the terms of the Securities of the series to be redeemed, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section 11.03          Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities
of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities
to be redeemed shall be selected not more than 40 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion
of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 40 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence.


 






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If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as it may be) to be the portion selected for redemption. Securities which have been converted
during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.


 


The Trustee shall promptly notify the Company and
each Security Registrar in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in
part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


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


 


Section 11.04           Notice
of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06 not less than 30 days nor more than
60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 3.01 for the relevant
Securities), to each Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall identify the Securities
to be redeemed (including CUSIP numbers, if any) and shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 


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


 


(4)            that
on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,


 


(5)            the
place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(6)            for
any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security to be
redeemed will terminate and the place or places where such Securities may be surrendered for conversion, and


 


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


 


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


 


Section 11.05          Deposit
of Redemption Price. Prior to 11:00 A.M., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date, other than any Securities called for redemption on that date which
have been converted prior to the date of such deposit.


 


If any Security called for redemption is converted,
any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph
of Section 3.07 or in the terms of such Security) be paid to the Company upon Company Request or, if then held by the Company,
shall be discharged from such trust.


 






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Section 11.06          Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01,
installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 3.07.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.


 


Section 11.07          Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.


 


Article XII


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 12.01          Company’s
Option to Effect Defeasance or Covenant Defeasance. Unless otherwise designated pursuant to Section 3.01(15), the Securities
of any series of Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 12.02 or Section 12.03,
in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the conditions set forth
below in this Article. The Company may elect, at its option, at any time, to have Section 12.02 or Section 12.03 applied to
any Securities or any series of Securities so subject to defeasance or covenant defeasance. Any such election shall be evidenced by a
Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities.


 


Section 12.02          Defeasance
and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any
series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter
called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Securities and to have satisfied all its other respective obligations under
such Securities and this Indenture insofar as such Securities (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund described in Section 12.04(1) and as more fully
set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due,
(2) the obligations of the Company with respect to such Securities under Section 3.04, Section 3.05, Section 3.06,
Section 10.02 and Section 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have Section 12.03 applied to such Securities.


 


Section 12.03           Covenant
Defeasance. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series
of Securities, as the case may be, (1) the Company shall be released from its obligations under Section 10.04 and any covenants
provided pursuant to Section 3.01(18), Section 9.01(4), Section 9.01(10) or Section 9.01(10) for the benefit
of the Holders of such Securities, and (2) the occurrence of any event specified in Section 5.01(3) (with respect to Section 10.04
and any such covenants provided pursuant to Section 3.01(18), Section 9.01(4), Section 9.01(10) or Section 9.01(10) and
Section 5.01(6) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 5.01(3)), whether directly or indirectly by reason of any reference elsewhere herein
to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document,
but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section 12.04           Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 12.02 or Section 12.03
to any Securities or any series of Securities, as the case may be:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits
of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of
any payment, money in an amount, or (C) such other obligations or arrangements as may be specified as contemplated by Section 3.01
with respect to such Securities, or (D) a combination thereof, in each case sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As
used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) 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, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a) (2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified
in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.


 


(2)            In
the event of an election to have Section 12.02 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company 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 amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)            In
the event of an election to have Section 12.03 apply to any Securities or any series of Securities, as the case may be, the
Company 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.


 


(4)            The
Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)            No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities (other than such an event or Event of Default solely with respect to such Securities resulting from the borrowing of funds
to be applied to such deposit) shall have occurred and be continuing at the time of such deposit.


 


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


 


(7)            The
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of such Securities over the other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company.


 


(8)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 






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Section 12.05          Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 12.06, the Trustee and any such other trustee are referred
to collectively as the “Trustee”) pursuant to Section 12.04 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any such Paying Agent (including the Company acting as its own Paying Agent or any Subsidiary or Affiliate of the Company acting
as Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but money and U.S. Government Obligations so held in trust need not be segregated from other
funds except to the extent required by law.


 


The Company 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 12.04
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 12.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 12.06          Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the respective obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant
to Section 12.02 or Section 12.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 12.05
with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment
of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


Article XIII


[RESERVED]


 


Section 13.01          Reserved.


 


Article XIV


SECURITY


 


Section 14.01          Security.
If so provided pursuant to Section 3.01 with respect to the Securities of any series, the Securities of such series may be secured
by such property, assets or other collateral as may be specified in or pursuant to Section 3.01. Any and all terms and provisions
applicable to the security for the Securities of such series shall also be provided in or pursuant to Section 3.01, which may include,
without limitation, provisions for the execution and delivery of such security agreements, pledge agreements, collateral agreements and
other similar or related agreements as the Company may elect and which may provide for the Trustee to act as collateral agent or in a
similar or other capacity. The Trustee shall comply with Sections 313(a)(5) and (6) and 313(b)(1) of the Trust Indenture
Act and the Company shall comply with Sections 314(b), 314(c) and 314(d) of the Trust Indenture Act, in each case in respect
of any secured Securities that may be outstanding hereunder from time to time.


 


* * * * *


 






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


 


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


 


	 	CANOO INC.
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	[TRUSTEE],
	 	 
	 	AS TRUSTEE
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title: