Exhibit 4.4


 


 


Protalix BioTherapeutics, Inc.,


 


Issuer


 


AND


 


____________________,


 


Trustee


 


____________________


 


INDENTURE


 


Dated as of _____ ___, 202_


 


____________________


 


 






     


     


    

 


Table
of Contents*


 


CROSS-REFERENCE TABLE*


 


	
    Section of
    Trust Indenture Act of 1939, as amended
	 	
    Section of

    Indenture

	310(a)	 	 7.9
	310(b)	 	 7.8
	310(c)	 	Inapplicable 
	311(a)	 	 7.13
	311(b)	 	 7.13
	311(c)	 	Inapplicable 
	312(a)	 	 5.01, 5.02(a)
	312(b)	 	 5.2(c)
	312(c)	 	 5.2(c)
	313(a)	 	 5.4(a)
	313(b)	 	 5.4(b)
	313(c)	 	 5.4(b)
	313(d)	 	 5.4(c)
	314(a)	 	 5.3(a)
	314(b)	 	Inapplicable 
	314(c)	 	13.7(a)
	314(d)	 	Inapplicable 
	314(e)	 	13.7(b)
	314(f)	 	Inapplicable 
	315(a)	 	 7.1(b)
	315(b)	 	 7.14
	315(c)	 	 7.1(a)
	315(d)	 	 7.1(b)
	315(e)	 	 6.7
	316(a)	 	 6.6, 8.4
	316(b)	 	 6.4
	316(c)	 	 8.1
	317(a)	 	 6.2
	317(b)	 	 4.3
	318(a)	 	13.9
	318(c)	 	13.9


 


	ARTICLE I	 DEFINITIONS	 1
	 	 
	Section 1.1	Definitions of Terms	 1




 


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


 






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Table
of Contents


(continued)


 


Page


 


	ARTICLE II	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	6
	 	 	 
	Section 2.1	Designation and Terms of Securities	6
	 	 	 
	Section 2.2	Form of Securities and Trustee’s Certificate	8
	 	 	 
	Section 2.3	Denominations; Provisions for Payment	8
	 	 	 
	Section 2.4	Execution and Authentication	10
	 	 	 
	Section 2.5	Registration of Transfer and Exchange	11
	 	 	 
	Section 2.6	Temporary Securities	12
	 	 	 
	Section 2.7	Mutilated, Destroyed, Lost or Stolen Securities	12
	 	 	 
	Section 2.8	Cancellation	13
	 	 	 
	Section 2.9	Benefits of Indenture	13
	 	 	 
	Section 2.10	Authenticating Agent	13
	 	 	 
	Section 2.11	Global Securities	14
	 	 	 
	Section 2.12	No Obligation of the Trustee	15
	 	 	 
	ARTICLE III	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	16
	 	 	 
	Section 3.1	Redemption	16
	 	 	 
	Section 3.2	Notice of Redemption	16
	 	 	 
	Section 3.3	Payment Upon Redemption	17
	 	 	 
	Section 3.4	Sinking Fund	18
	 	 	 
	Section 3.5	Satisfaction of Sinking Fund Payments with Securities	18
	 	 	 
	Section 3.6	Redemption of Securities for Sinking Fund	18
	 	 	 
	ARTICLE IV	CERTAIN COVENANTS	19
	 	 	 
	Section 4.1	Payment of Principal, Premium and Interest	19
	 	 	 
	Section 4.2	Maintenance of Office or Agency	19




 






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Table
of Contents


(continued)


 


Page


	 	 	 
	Section 4.3	Paying Agents	19
	 	 	 
	Section 4.4	Appointment to Fill Vacancy in Office of Trustee	20
	 	 	 
	Section 4.5	Compliance with Consolidation Provisions	20
	 	 	 
	Section 4.6	Statement by Officers as to Default	20
	 	 	 
	ARTICLE V	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	21
	 	 	 
	Section 5.1	Company to Furnish Trustee Names and Addresses of Securityholders	21
	 	 	 
	Section 5.2	Preservation of Information; Communications with Securityholders	21
	 	 	 
	Section 5.3	Reports by the Company	21
	 	 	 
	Section 5.4	Reports by the Trustee	22
	 	 	 
	ARTICLE VI	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	23
	 	 	 
	Section 6.1	Events of Default	23
	 	 	 
	Section 6.2	Collection of Indebtedness and Suits for Enforcement by Trustee	25
	 	 	 
	Section 6.3	Application of Moneys Collected	26
	 	 	 
	Section 6.4	Limitation on Suits	26
	 	 	 
	Section 6.5	Rights and Remedies Cumulative; Delay or Omission Not Waiver	27
	 	 	 
	Section 6.6	Control by Securityholders	28
	 	 	 
	Section 6.7	Undertaking to Pay Costs	28
	 	 	 
	ARTICLE VII	CONCERNING THE TRUSTEE	29
	 	 	 
	Section 7.1	Certain Duties and Responsibilities of Trustee	29
	 	 	 
	Section 7.2	Certain Rights of Trustee	30
	 	 	 
	Section 7.3	Trustee Not Responsible for Recitals or Issuance or Securities	31
	 	 	 
	Section 7.4	May Hold Securities	32




 






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Table
of Contents


(continued)


 


Page


	 	 	 
	Section 7.5	Moneys Held in Trust	32
	 	 	 
	Section 7.6	Compensation and Reimbursement	32
	 	 	 
	Section 7.7	Reliance on Officers’ Certificate	33
	 	 	 
	Section 7.8	Disqualification; Conflicting Interests	33
	 	 	 
	Section 7.9	Corporate Trustee Required; Eligibility	33
	 	 	 
	Section 7.10	Resignation and Removal; Appointment of Successor	33
	 	 	 
	Section 7.11	Acceptance of Appointment By Successor	35
	 	 	 
	Section 7.12	Merger, Conversion, Consolidation or Succession to Business	36
	 	 	 
	Section 7.13	Preferential Collection of Claims Against the Company	36
	 	 	 
	Section 7.14	Notice of Defaults	36
	 	 	
	ARTICLE VIII	CONCERNING THE SECURITYHOLDERS	37
	 	 	 
	Section 8.1	Evidence of Action by Securityholders	37
	 	 	 
	Section 8.2	Proof of Execution by Securityholders	37
	 	 	 
	Section 8.3	Who May be Deemed Owners	38
	 	 	 
	Section 8.4	Certain Securities Owned by Company Disregarded	38
	 	 	 
	Section 8.5	Actions Binding on Future Securityholders	38
	 	 	 
	ARTICLE IX	SUPPLEMENTAL INDENTURES	39
	 	 	 
	Section 9.1	Supplemental Indentures Without the Consent of Securityholders	39
	 	 	 
	Section 9.2	Supplemental Indentures With Consent of Securityholders	40
	 	 	 
	Section 9.3	Effect of Supplemental Indentures	41
	 	 	 
	Section 9.4	Securities Affected by Supplemental Indentures	41
	 	 	 
	Section 9.5	Execution of Supplemental Indentures	41
	 	 	 
	Section 9.6	Conformity with Trust Indenture Act	41




 






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Table
of Contents


(continued)


 


Page


	 	 	 
	ARTICLE X	SUCCESSOR CORPORATION	42
	 	 	 
	Section 10.1	Company May Consolidate, Etc.	42
	 	 	 
	Section 10.2	Successor Substituted	42
	 	 	 
	Section 10.3	Evidence of Consolidation, Etc. to Trustee	43
	 	 	 
	ARTICLE XI	SATISFACTION AND DISCHARGE	43
	 	 	 
	Section 11.1	Satisfaction and Discharge of Indenture	43
	 	 	 
	Section 11.2	Discharge of Obligations	43
	 	 	 
	Section 11.3	Deposited Moneys to be Held in Trust	44
	 	 	 
	Section 11.4	Payment of Moneys Held by Paying Agents	44
	 	 	 
	Section 11.5	Repayment to Company	44
	 	 	 
	ARTICLE XII	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	45
	 	 	 
	Section 12.1	No Recourse	45
	 	 	 
	ARTICLE XIII	MISCELLANEOUS PROVISIONS	45
	 	 	 
	Section 13.1	Effect on Successors and Assigns	45
	 	 	 
	Section 13.2	Actions by Successor	45
	 	 	 
	Section 13.3	Notices	45
	 	 	 
	Section 13.4	Notice to Holders of Securities; Waiver	46
	 	 	 
	Section 13.5	Governing Law	46
	 	 	 
	Section 13.6	Effect of Headings and Table of Contents	46
	 	 	 
	Section 13.7	Compliance Certificates and Opinions	46
	 	 	 
	Section 13.8	Payments on Business Days	47
	 	 	 
	Section 13.9	Conflict with Trust Indenture Act	47
	 	 	 
	Section 13.10	Counterparts	47
	 	 	 
	Section 13.11	Separability	47




 






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Table
of Contents


(continued)


 


Page


 


	Section 13.12	Assignment	47
	 	 	 
	ARTICLE XIV	Subordination of Securities	48
	 	 	 
	Section 14.1	Subordination Terms	48




 


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


 






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INDENTURE, dated as of _______ ___, 202__, among
Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), and _______________, as trustee (the “Trustee”):


 


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


 


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


 


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


 


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


 


ARTICLE I

DEFINITIONS


 


Section 1.1     Definitions
of Terms.


 


The terms defined in this Section 1.1
(except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in this Section 1.1 and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that
are by reference therein defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of the execution of this instrument.


 


“Affiliate” means, with respect
to a specified Person, (a) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the
outstanding voting securities or other ownership interests of the specified Person, (b) any Person 10% or more of whose outstanding
voting securities or other ownership interests are directly or indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person, (d) a
partnership in which the specified Person is a general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person is an officer, director or general partner.


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


“Certificate” means a certificate
signed by the principal executive officer, the principal financial officer, the Treasurer or the principal accounting officer of the Company.
The Certificate need not comply with the provisions of Section 13.7.


 


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


 


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


 


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


 


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


 


“Defaulted Interest” has the
meaning set forth in Section 2.3 hereof.


 


Depositary” means, with respect to
Securities of any series, for which the Company shall determine that such Securities will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or
other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.1
or 2.11.


 


“Event of Default” means, with
respect to Securities of a particular series any event specified in Section 6.1, continued for the period of time, if any,
therein designated.


 


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


 


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


 






    2


     


    

 


“Governmental Obligations” means
securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America that,
in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account
of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of
the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary
receipt.


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any indebtedness of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well,
to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (b) entered
into for the purpose of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor” means any Person
Guaranteeing any obligation.


 


“Guaranty Agreement” means a
supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Person Guarantees the Company’s obligations with
respect to a series of Securities.


 


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


 


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


 


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


 






    3


     


    

 


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


 


“Officers’ Certificate”
means a certificate signed by two Officers that is delivered to the Trustee in accordance with the terms hereof. Each such certificate
shall include the statements provided for in Section 13.7, if and to the extent required by the provisions thereof.


 


“Opinion of Counsel” means an
opinion in writing of legal counsel, who may be an employee of or counsel for the Company, that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided for in Section 13.7, if and to the extent required
by the provisions thereof.


 


“Original Issue Discount Security”
means any Security which (i) is issued at a price lower than the amount payable upon the maturity thereof and (ii) provides
for an amount less than the principal amount thereof to be due and payable upon redemption or a declaration of acceleration of the maturity
thereof pursuant to Section 6.1.


 


“Outstanding”, when used with
reference to Securities of any series, means, subject to the provisions of Section 8.4, as of any particular time, all Securities
of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled
by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been canceled;
(b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if such Securities or portions
of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article Three,
or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution
for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.7.


 


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


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 2.7 in lieu of a lost, destroyed
or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Regular Record Date” has the
meaning set forth in Section 2.3 hereof.


 






    4


     


    

 


“Responsible Officer” when used
with respect to the Trustee means any authorized officer within the Corporate Trust Department (or corresponding department bearing a
different name) of the Trustee, including the president, any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Person
who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.


 


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


 


“Security Register” has the
meaning set forth in Section 2.5(b) hereof.


 


“Security Registrar” has the
meaning set forth in Section 2.5(b) hereof.


 


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


 


“Special Record Date” has the
meaning set forth in Section 2.3 hereof.


 


“Subsidiary” means, in respect
of any Person, any corporation, association, partnership, limited liability company, or other business entity of which more than 50% of
the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more
Subsidiaries of such Person.


 


“Subsidiary Guarantor” means
any Subsidiary of the Company that provides a Guarantee of the obligations of the Company with respect to any series of Securities or
enters into a Guaranty Agreement that becomes a Subsidiary Guarantor.


 


“Subsidiary Guarantee” means
a Guarantee, including any Guaranty Agreement, provided by a Subsidiary Guarantor of the Company’s obligations with respect to any
series of Securities.


 


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


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as in effect at the date of execution of this instrument, subject to the provisions of Sections 9.1,
9.2 and 10.1.


 


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


 






    5


     


    

 


ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.1     Designation
and Terms of Securities.


 


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


 


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


 


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


 


(3)            whether
any of the Securities of the series will be issuable in whole or in part in temporary or permanent global form or in the form of book-entry
securities and, in such case, the identity of the Depositary for such series;


 


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


 


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


 


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


 


(7)            the
place or places where payments with respect to the Securities of the series shall be payable;


 


(8)            the
right, if any, to defer or extend payment of interest on the debt securities and the maximum length of any deferral or extension period;


 


(9)            the
dates, if any, on which, the price or prices at which and the terms and conditions upon which, Securities of the series may be redeemed,
in whole or in part, at the option of the Company;


 






    6


     


    

 


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


 


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


 


(12)          whether
the series of Securities will be subject to any mandatory or optional sinking fund or similar provisions;


 


(13)          the
currency or currency units in which payment of the principal of and any premium and interest on the Securities of the series shall be
payable;


 


(14)           whether
and under what circumstances the Company will pay additional amounts on the Securities of the series held by non-U.S. persons in respect
of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such
Securities rather than pay such additional amounts;


 


(15)          the
terms pursuant to which the Securities of the series are subject to defeasance and satisfaction and discharge;


 


(16)          any
addition to, or modification or deletion of, any Events of Default or covenants provided for with respect to the Securities of the series;


 


(17)          the
terms and conditions, if any, pursuant to which the Securities of the series are secured;


 


(18)          whether
the Securities of the series will be convertible into shares of common stock or any other securities of the Company and, if so, the terms
and conditions upon which such Securities will be so convertible, including whether conversion is mandatory, at the option of the holder,
or at the option of the Company, the conversion price, the conversion period and any provisions pursuant to which the number of shares
of common stock or other securities of the Company to be received by the holders of such series of Securities would be subject to adjustment;


 


(19)          if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.1;


 


(20)          any
provisions granting special rights to holders when a specified event occurs;


 






    7


     


    

 


(21)          any
special tax implications of the Securities of the series, including provisions for Original Issue Discount Securities, if offered;


 


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


 


(23)          the
subordination terms of the Securities of the series; and


 


(24)          any
and all other terms with respect to such series, including any terms which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Securities of that series.


 


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


 


If any of the terms of the series are established
by action taken pursuant to a Board Resolution, 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.


 


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


 


Section 2.2     Form of
Securities and Trustee’s Certificate.


 


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


 


Section 2.3     Denominations;
Provisions for Payment.


 


The Securities shall be issuable as registered
Securities and in the minimum denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.1(a)(12).
The Securities of a particular series shall bear interest payable on the Interest Payment Dates and at the rate specified with respect
to that series. Unless otherwise provided pursuant to Section 2.1, the principal of and the interest on the Securities of
any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of
the United States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained
for that purpose in the United States, unless otherwise specified with respect to any series of Securities, by the Corporate Trust Office
of the Trustee. Each Security shall be dated the date of its authentication. Unless otherwise provided pursuant to Section 2.1,
interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.


 






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The interest installment on any Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the applicable Business
Day that is the Regular Record Date for such interest installment. Unless otherwise provided in the terms of a series of Securities, at
the option of the Company, payment of interest may be mailed by check to the holders of the Securities of any series at their respective
addresses set forth in the Security Register (as herein defined) or wired if held in book-entry form at The Depository Trust Company.
In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent
to a Regular Record Date with respect to any Interest Payment Date and on or prior to such Interest Payment Date, interest on such Security
will be paid upon presentation and surrender of such Security as provided in Section 3.3.


 


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


 


(1)            The
Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on the applicable Business Day that is a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. The Trustee shall then fix a Special
Record Date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of
the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered on such Special Record Date and shall be no longer payable pursuant to the following clause (2).


 






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


 


Unless otherwise set forth in a Board Resolution
or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.1 hereof,
the term “Regular Record Date”, as used in this Section 2.3, with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either (i) the fifteenth day of the month immediately preceding the
month in which an Interest Payment Date established for such series pursuant to Section 2.1 hereof shall occur, if such Interest
Payment Date is the first day of a month, or (ii) the last day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.1 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.


 


Subject to the foregoing provisions of this Section 2.3,
each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such
series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.


 


Section 2.4     Execution
and Authentication.


 


Two Officers shall sign the Securities for the
Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.


 


A Security shall not be valid until an authorized
signatory of the Trustee or an Authentication Agent manually signs the certificate of authentication on the Security. The signature shall
be conclusive evidence that the Security has been authenticated under this Indenture.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a written order of the Company for the authentication and delivery of such Securities, signed by two Officers, and the Trustee
shall authenticate and deliver such Securities in accordance with such written order.


 


In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject
to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating
that the form and terms thereof have been established in conformity with the provisions of this Indenture.


 


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


 






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Section 2.5     Registration
of Transfer and Exchange.


 


(a)            Securities
of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the United
States, or such other location designated by the Company, for other Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as
provided in this Section 2.5. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.


 


(b)            The
Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the United States, or such other location
designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this
Article and which at all reasonable times shall be open for inspection by the Trustee. Unless otherwise specified in a supplemental
indenture, the Trustee is hereby appointed as “Security Registrar” for the purpose of registering the Securities and the transfer
of Securities of each series.


 


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


 


All Securities presented or surrendered for exchange
or registration of transfer, as provided in this Section 2.5, shall be accompanied (if so required by the Company or the Security
Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed
by the registered holder or by such holder’s duly authorized attorney in writing.


 


(c)            No
service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial
redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.6, Section 3.3(b) and Section 9.4 not involving
any transfer.


 


(d)            The
Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of
the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange
any Securities of any series or portions thereof called for redemption except the unredeemed portion of any Securities of any series being
redeemed in part. The provisions of this Section 2.5 are, with respect to any Global Security, subject to Section 2.11
hereof.


 






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Section 2.6     Temporary
Securities.


 


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


 


Section 2.7     Mutilated,
Destroyed, Lost or Stolen Securities.


 


In case any temporary or definitive Security shall
become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon the Company’s
request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or
authorization of any Officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Security that has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without
surrender thereof, except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the
Trustee such security or indemnity as they may require to save each of them harmless, and, in case of destruction, loss or theft, evidence
to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.


 






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Every replacement Security issued pursuant to the
provisions of this Section 2.7 shall constitute an additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities
shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


Section 2.8     Cancellation.


 


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


 


Section 2.9     Benefits
of Indenture.


 


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


 


Section 2.10     Authenticating
Agent.


 


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


 






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


 


Section 2.11         Global
Securities.


 


(a)            If
the Company shall establish pursuant to Section 2.1 that the Securities of a particular series are issuable as a Global Security,
then the Company shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, such of the Outstanding
Securities of such series as shall be specified therein and that the aggregate amount of Outstanding Securities represented thereby may
from time to time be increased or reduced to reflect exchanges, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear
a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this
Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a
nominee of such successor Depositary.” Any endorsement of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by
such Person or Persons as shall be specified therein or in the written request signed in the name of the Company, by two Officers thereof
to be delivered to the Trustee pursuant to Section 2.4 or Section 2.6.


 


(b)            Notwithstanding
the provisions of Section 2.5, the Global Security of a series may be transferred, in whole but not in part, and in the manner
provided in Section 2.5, only to another nominee of the Depositary for such series, or to a successor Depositary for such
series selected or approved by the Company or to a nominee of such successor Depositary.


 






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(c)            If
at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no
longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.5, the Trustee
will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.
In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company
will execute and subject to Section 2.5, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for
such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.


 


(d)            If
an Event of Default has occurred and is continuing with respect to a particular series of the Securities, the Company may execute, and
the Trustee, upon receipt of an Officers’ Certificate directing the authorization and delivery thereof, shall authenticate and deliver
the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.


 


Section 2.12         No
Obligation of the Trustee.


 


(a)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the
Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery
of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given
to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of
the registered Holder or Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial
owners in any Global Security shall be exercised only through the Depositary, subject to the applicable rules and procedures of the
Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to
its members, participants and any beneficial owners.


 


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


 






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ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.1           Redemption.


 


The Company may redeem the Securities of any series
issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section 2.1
hereof.


 


Section 3.2           Notice
of Redemption.


 


(a)            In
case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved in such Securities so to do, the Company shall, or shall cause the Trustee to, give notice of such
redemption to holders of the Securities of such series to be redeemed by sending electronically or by mailing, first class postage prepaid,
a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series
to such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period is specified in the Securities
to be redeemed. Any notice that is sent in the manner herein provided shall be conclusively presumed to have been duly given, whether
or not the registered holder receives the notice. In any case, failure to duly give such notice to the holder of any Security of any series
designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption
of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with any such restriction.


 


Each such notice of redemption shall specify the
date fixed for redemption and the redemption price (or the manner of calculation thereof) at which Securities of that series are to be
redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency
of the Company in the United States, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption
will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a
sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities
of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to
be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed,
and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.


 






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(b)            If
less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 30 days’ notice in
advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon
the Trustee shall select, by lot on a pro rata basis or in such other manner as it shall deem appropriate and fair in its discretion.
The portion of the principal amount of Securities so selected for partial redemption shall be equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof. Upon making its selection, the Trustee shall promptly notify the Company
in writing of the numbers of the Securities to be redeemed, in whole or in part.


 


Unless otherwise provided in the applicable supplemental
indenture, the Company shall not be required to issue, register the transfer of, or exchange any Securities of a series that are subject
to redemption during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of
less than all of that series of Securities that may be selected for redemption and ending at the close of business on the day of such
mailing.


 


The Company may, if and whenever it shall so elect,
by delivery of instructions signed on its behalf by any Officer, instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section 3.2,
such notice to be in the name of the Company or its own name, as the Trustee or such paying agent may deem advisable. In any case in which
notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or
permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records,
or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be
required under this Section 3.2.


 


Section 3.3           Payment
Upon Redemption.


 


(a)            If
the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series
to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption. Interest on such Securities or portions of Securities
shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price
and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to the date fixed for redemption. However, if the date fixed
for redemption is subsequent to a Regular Record Date with respect to any Interest Payment Date and on or prior to such Interest Payment
Date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable
Regular Record Date pursuant to Section 2.3.


 


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


 






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Section 3.4           Sinking
Fund.


 


The provisions of Sections 3.4, 3.5 and
3.6 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated
by Section 2.1 for Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any
payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 3.5. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series.


 


Section 3.5           Satisfaction
of Sinking Fund Payments with Securities.


 


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


 


Section 3.6           Redemption
of Securities for Sinking Fund.


 


Not less than 45 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.5 and the basis for such credit
and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.2. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Section 3.3.


 






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ARTICLE IV

CERTAIN COVENANTS


 


Section 4.1           Payment
of Principal, Premium and Interest.


 


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


 


Section 4.2           Maintenance
of Office or Agency.


 


So long as any series of the Securities remain
Outstanding, the Company agrees to maintain an office or agency in the United States with respect to each such series, where (i) Securities
of that series may be presented for payment, (ii) Securities of that series may be presented as hereinabove authorized for registration
of transfer and exchange and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be given or served, such designation to continue with respect to such office or agency until the Company shall, by written
notice signed by an Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and demands.


 


Section 4.3           Paying
Agents.


 


(a)            If
the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will
cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.3:


 


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


 


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


 


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


 


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


 






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


 


(c)            Notwithstanding
anything in this Section 4.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.5 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust
by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such paying agent; 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.


 


Section 4.4           Appointment
to Fill Vacancy in Office of Trustee.


 


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


 


Section 4.5           Compliance
with Consolidation Provisions.


 


The Company will not, while any of the Securities
remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property
to any other company unless the provisions of Article Ten hereof are complied with.


 


Section 4.6           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 signed by
its principal executive officer, principal financial officer or principal accounting officer stating whether or not to the best knowledge
of the signer thereof, the Company is in default in the performance or observance of any of the terms, provisions and conditions of this
Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge.


 






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ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


Section 5.1           Company
to Furnish Names and Addresses of Securityholders to Trustee.


 


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


 


Section 5.2           Preservation
of Information; Communications with Securityholders.


 


(a)            The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders
of Securities contained in the most recent list furnished to it as provided in Section 5.1 and as to the names and addresses
of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b)            The
Trustee may destroy any list furnished to it as provided in Section 5.1 upon receipt of a new list so furnished.


 


(c)            Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities. The Company, the Trustee, the Security Registrar and anyone else shall have the protection
of Section 312(c) of the Trust Indenture Act with respect to the sending of any material pursuant to a request made pursuant
to Section 312(b) of the Trust Indenture Act.


 


Section 5.3           Reports
by the Company.


 


(a)            The
Company covenants and agrees to file with the Trustee (unless such reports have been filed on the Securities and Exchange Commission’s
Electronic Data Gathering, Analysis, and Retrieval system), within 15 days after the Company files the same with the Securities and
Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any
of the foregoing as the Securities and Exchange Commission may from time to time by rules and regulations prescribe) that the Company
may be required to file with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act. If the Company is no longer required to file information, documents or reports pursuant to either of such sections of the Exchange
Act, the Company shall continue to provide the Trustee with reports containing substantially the same information as would have been required
to be filed with the Securities Exchange Commission had the Company continued to have been subject to such reporting requirements. In
such event, such reports shall be provided to the Trustee within 15 days after the dates applicable to a registrant that is not an
accelerated filer or a large accelerated filer on which the Company would have been required to provide reports to the Securities and
Exchange Commission had it continued to have been subject to such reporting requirements. For the avoidance of doubt, the Company shall
also comply with the other provisions of Section 314(a) of the Trust Indenture Act.


 






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(b)            The
Company covenants and agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and
regulations prescribed from to time by the Securities and Exchange Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to
time by such rules and regulations.


 


(c)            The
Company covenants and agrees to transmit electronically or by mail, first class postage prepaid, or reputable over-night delivery service
that provides for evidence of receipt, to the Securityholders, as their names and addresses appear upon the Security Register, within
30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section 5.3 as may be required by rules and regulations
prescribed from time to time by the Securities and Exchange Commission.


 


Section 5.4           Reports
by the Trustee.


 


(a)            On
or before _____ ___ in each year in which any of the Securities are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated as of the preceding
_____ ___, if and to the extent required under Section 313(a) of the Trust Indenture Act, detailing certain events that occurred
within the previous 12 months.


 


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


 


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


 






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ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


Section 6.1           Events
of Default.


 


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


 


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


 


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


 


(3)          the
Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture or
otherwise established with respect to that series of Securities pursuant to Section 2.1 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series)
for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied and stating that
such notice is a “Notice of Default” hereunder, shall have been given in writing to the Company by the Trustee, or to the
Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time Outstanding;


 


(4)          if
the Securities of the series are convertible into shares of common stock or other securities of the Company, failure by the Company to
deliver common stock or the other securities when the holder or holders of such Securities elect to convert such Securities into shares
of common stock or other securities of the Company;


 


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


 


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


 


(7)          any
other Event of Default provided with respect to Securities of that series.


 






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(b)            In
each and every such case (other than an Event of Default specified in clauses (5) or (6) above), unless the principal of all
the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee,
if given by such Securityholders), may declare the principal (or, if the Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such series) of, premium, if any, and accrued interest, if any,
on all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall
be immediately due and payable, notwithstanding anything contained in this Indenture or in the Securities of that series or established
with respect to that series pursuant to Section 2.1 to the contrary. If an Event of Default specified in clauses (5) or
(6) above occurs, all unpaid principal (or, if the Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of, premium, if any, and accrued interest, if any, on, all the
Securities of that series then outstanding will become automatically due and payable immediately, without any declaration or other act
on the part of the Trustee or any holder.


 


(c)            At
any time after the principal of the Securities of that series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate
principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Securities of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if
any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per
annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in the Securities of that series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and any amount
payable to the Trustee under Section 7.6, and (ii) any and all Events of Default under the Indenture with respect to
such series, other than the non-payment of principal, premium, if any, or interest on Securities of that series that (or, if any Securities
are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) shall not have become
due by their terms, shall have been remedied or waived as provided in Section 6.6.


 


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


 


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


 






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Section 6.2           Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


(a)            The
Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities of a series,
or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become
due and payable, and such default shall have continued for a period of 30 days, or (ii) in case it shall default in the payment
of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have
been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto,
such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable to the Trustee
under Section 7.6.


 


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


 


(c)            In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action
therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim
and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities
of such series allowed for the entire amount due and payable by the Company under this Indenture at the date of institution of such proceedings
and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee
under Section 7.6; any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders
of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.6.


 


(d)            All
rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that
series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other
proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.6,
be for the ratable benefit of the holders of the Securities of such series.


 






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


 


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


 


Section 6.3           Application
of Moneys Collected.


 


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


 


FIRST: To the payment of costs and expenses of
collection and of all amounts payable to the Trustee under Section 7.6;


 


SECOND: To the payment of all senior indebtedness
of the Company if and to the extent required by Article Fourteen; and


 


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


 


Section 6.4           Limitation
on Suits.


 


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


 






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Notwithstanding anything contained herein to the
contrary or any other provisions of this Indenture, the right of any holder of any Security to receive payment of the principal of and
any premium and (subject to Section 2.3) interest on such Security (whether upon redemption, repurchase, maturity or otherwise)
or payment or delivery of any amounts due upon conversion of Securities of any series that are convertible into shares of common stock
or other securities, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption
or repurchase, on the redemption date or repurchase date, respectively), or to institute suit for the enforcement of any such payment
or delivery on or after such respective dates (including the redemption date or repurchase date, as applicable) shall not be impaired
or affected without the consent of such holder. By accepting a Security hereunder, it is expressly understood, intended and covenanted
by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders
of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over
or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of
this Section 6.4, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.


 


Section 6.5           Rights
and Remedies Cumulative; Delay or Omission Not Waiver.


 


(a)            Except
as otherwise provided in Section 2.7, all powers and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee
or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to such Securities.


 


(b)            No
delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or
on acquiescence therein; and, subject to the provisions of Section 6.4, every power and remedy given by this Article or
by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Securityholders.


 






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Section 6.6           Control
by Securityholders.


 


The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.4, shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of such series not consenting;
and provided, further, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent
with such direction. Prior to the taking of any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory
to the Trustee against all losses and expenses caused by taking or not taking such action. Subject to the provisions of Section 7.1,
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer
or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. The holders of
a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance
with Section 8.4, may determine, and may have the Trustee on behalf of the holders of all of the Securities of such series
waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.1
with respect to such series and its consequences, except for (a) a default in the payment of the principal of or any premium or interest
on, any of the Securities of that series (whether upon redemption, repurchase, maturity or otherwise) or payment or delivery of any amounts
due upon conversion of Securities of any series that are convertible into shares of common stock or other securities as and when the same
shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.1(c)),
or (b) if the Securities of that series are convertible into shares of common stock or other securities, the failure by the Company
to deliver common stock or the other securities, as and when they shall become deliverable by the terms of such Securities. Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 6.7           Undertaking
to Pay Costs.


 


All parties to this Indenture agree, and each holder
of any Securities, by such holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however,
that the provisions of this Section 6.7 shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this
Indenture.


 






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ARTICLE VII

CONCERNING THE TRUSTEE


 


Section 7.1           Certain
Duties and Responsibilities of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 






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(3)          the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding (determined as
provided in Section 8.4) relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series;
and


 


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


 


Section 7.2           Certain
Rights of Trustee.


 


Except as otherwise provided in Section 7.1:


 


(a)            The
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document (whether in its original
or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided
herein, but shall have no duty to review or analyze such reports or statements to determine compliance under covenants or other obligations
of the Company.


 


(b)            Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform
to the provisions of Section 13.7. The Trustee shall not be liable for any action it takes or omits to take in good faith
in reliance on such certificate or opinion.


 


(c)            The
Trustee may act through its attorneys and agents, and shall not be responsible for the misconduct or negligence of any agent appointed
with due care.


 


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


 


(e)            The
permissive rights of the Trustee to take actions enumerated in this Indenture shall not be construed as duties.


 


(f)             Except
with respect to Section 4.1, the Trustee shall have no duty to inquire as to the performance of the Company with respect to
the covenants contained in Article Four. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default, except
(i) any Default or Event of Default occurring pursuant to Section 6.1(a)(2) or (ii) any Default or Event of
Default of which a Responsible Officer of the Trustee shall have received written notification from the Company or any Holder of such
Default or Event of Default at the Corporate Trust Office, and such notice references the applicable series of Securities and this Indenture.


 






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(g)            The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities (including as Paying Agent) hereunder, and to each agent, custodian
and other Person employed to act hereunder.


 


(h)            Delivery
of reports, information and documents to the Trustee under Section 5.3 is for informational purposes only; the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on an Officers’ Certificate).


 


(i)             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.


 


(j)             Anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage
of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such
loss or damage and regardless of the form of action.


 


(k)            The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, (i) acts
of God, including earthquakes, fire and flood; (ii) terrorism, wars and other military disturbances; (iii) sabotage, epidemics
and riots; (iv) interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication services; (v) accidents
and labor disputes; and (vi) acts of civil or military authorities and governmental actions.


 


Section 7.3           Trustee
Not Responsible for Recitals or Issuance or Securities.


 


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


 


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


 


(c)            The
Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities,
or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.1, or for the use or application of any moneys received by any paying agent other than the Trustee.


 



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Section 7.4           May Hold
Securities.


 


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


 


Section 7.5           Moneys
Held in Trust.


 


Subject to the provisions of Section 11.5,
all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds of the Trustee except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder, except such as it may agree with the Company to pay thereon.


 


Section 7.6           Compensation
and Reimbursement.


 


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


 


(b)            The
obligations of the Company under this Section 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the holders of particular Securities. The provisions of this Section 7.6 shall survive the
resignation or removal of the Trustee and the termination of this Indenture.


 


(c)            When
the Trustee incurs expenses or renders services after a Default specified in Section 6.1(a)(5) and (6) occurs, such
expenses (including the charges and expenses of its counsel) and the compensation for such services shall be paid to the extent allowed
under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.


 






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Section 7.7           Reliance
on Officers’ Certificate.


 


Except as otherwise provided in Section 7.1,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers’ Certificate delivered to the Trustee and such certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it
under the provisions of this Indenture upon the faith thereof.


 


Section 7.8           Disqualification;
Conflicting Interests.


 


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


 


Section 7.9           Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee with respect
to the Securities issued hereunder, which shall at all times be a corporation organized and doing business under the laws of the United
States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act
as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.9, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by or under common control
with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.9, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.


 


Section 7.10         Resignation
and Removal; Appointment of Successor.


 


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


 






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


 


(1)          the
Trustee shall fail to comply with the provisions of Section 7.8 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or


 


(2)          the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.9 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or


 


(3)          the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the
Company may remove the Trustee with respect to all Securities and appoint a successor trustee by or pursuant to a Board Resolution, or,
unless the Trustee’s duty to resign is stayed as provided herein, any Securityholder who has been a bona fide holder of a Security
or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if
any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


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


 


(d)           Any
resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any
of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.11.


 


(e)           Any
successor trustee appointed pursuant to this Section 7.10 may be appointed with respect to the Securities of one or more series
or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.


 






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Section 7.11     Acceptance
of Appointment by Successor.


 


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


 


(b)           In
case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment and which (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) 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 supple- mental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall
be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee
and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder. The execution and delivery
of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee
relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor trustee relates; however, upon request of the Company or any successor trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such
successor trustee relates.


 


(c)           Upon
request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 7.11,
as the case may be.


 


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


 






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(e)           Upon
acceptance of appointment by a successor trustee as provided in this Section 7.11, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


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


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.8 and eligible
under the provisions of Section 7.9, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 7.13     Preferential
Collection of Claims Against the Company.


 


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


 


Section 7.14     Notice
of Defaults.


 


If a Default occurs and is continuing hereunder
with respect to Securities of any series and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall send to
each holder of such Securities notice of the Default within 90 days after such Default occurs provided, however, that
in the case of any Default of the character specified in Section 6.1(a)(3) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the occurrence thereof. Except in the case of a default in payment
of principal of or interest on any Security (whether upon redemption, repurchase, maturity or otherwise) (including payments pursuant
to the redemption or repurchase provisions of such Security, if any) or payment or delivery of any amounts due upon conversion of Securities
of any series that are convertible into shares of common stock or other securities, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the holders of
such Securities.


 






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ARTICLE VIII

CONCERNING THE SECURITYHOLDERS


 


Section 8.1       Evidence
of Action by Securityholders.


 


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


 


If the Company shall solicit from the Securityholders
of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officers’ Certificate, fix in advance a record date (in accordance with Section 316(c) of the Trust
Indenture Act) for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Securityholders
of record at the close of business on the record date shall be deemed to be Securityholders for the purpose of determining whether Securityholders
of the requisite proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed as
of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months
after the record date.


 


Section 8.2       Proof
of Execution by Securityholders.


 


Subject to the provisions of Section 7.1,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his or her agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


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


 


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


 


(c)           The
Trustee or the Company may require such additional proof of any matter referred to in this Section 8.2 as it shall deem necessary.


 






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Section 8.3       Who
May be Deemed Owners.


 


Prior to the due presentment for registration of
transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose
name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar) for
the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.3) interest
on such Security and for all other purposes. Neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary.


 


Section 8.4       Certain
Securities Owned by Company Disregarded.


 


In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have concurred in any direction or consent (or waiver, as the case may
be) under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series,
or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities of that series, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction or consent (or waiver,
as the case may be), only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities
so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 8.4, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company
or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.


 


Section 8.5       Actions
Binding on Future Securityholders.


 


At any time prior to (but not after) the evidencing
to the Trustee, as provided in Section 8.1, of the taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a
Security of that series that is shown by the evidence to be included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.2, revoke such action so
far as concerns such Security. Except as aforesaid, any such action taken by the holder of any Security shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration
of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any
action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series.


 






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ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 9.1       Supplemental
Indentures Without the Consent of Securityholders.


 


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


 


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


 


(b)           to
comply with Article Ten;


 


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


 


(d)           to
add Guarantees, including Subsidiary Guarantees, with respect to debt securities or to release Subsidiary Guarantors from Subsidiary Guarantees
in accordance with the terms of the applicable series of Securities or to secure a series of Securities;


 


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


 


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


 


(g)           to
make any change that does not adversely affect the rights of any Securityholder in any material respect, provided that any amendment
to conform the terms of any Securities to its description contained in the final offering document shall not be deemed to be adverse to
any Securityholder;


 


(h)           to
provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.1,
to establish the form of any certifications required to be furnished under the terms of this Indenture or any series of Securities, or
to add to the rights of the holders of any series of Securities;


 


(i)            to
comply with any requirements of the Securities and Exchange Commission in connection with registration of the Securities under the Securities
Act of 1933 qualifying, or maintaining the qualification of, this Indenture under the Trust Indenture Act or to comply with the Trust
Indenture Act; or


 


(j)            to
secure any series of Security.


 






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


 


Any supplemental indenture authorized by the provisions
of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities
at the time Outstanding, notwithstanding any of the provisions of Section 9.2.


 


Section 9.2       Supplemental
Indentures with Consent of Securityholders.


 


With the consent (evidenced as provided in Section 8.1)
of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when authorized by Board Resolutions, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture
Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.1 the rights of the holders
of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the holders of each Security then Outstanding affected thereby, (i) change the maturity date of any Securities of
any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof; (ii) reduce the amount of principal of an Original Issue Discount Security or any other
Security payable upon acceleration of maturity; (iii) change the currency in which any Security or any premium or interest is payable;
(iv) impair the right to receive payment of principal of and interest on any Security (whether upon redemption, repurchase, maturity,
or otherwise) or payment or delivery of any amounts due upon conversion of Securities of any series that are convertible into shares of
common stock or other securities on or after the due dates or to institute suit for the enforcement of any payment on or with respect
to any Security; (v) adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the
conversion price of, that Security (if applicable); (vi)  if the Securities are secured, change the terms and conditions pursuant
to which the Securities are secured in a manner adverse to the holders of the Securities; (vii) reduce the percentage in principal
amount of outstanding Securities of any series, the consent of whose holders is required for modification or amendment of this Indenture
or for waiver of compliance with any provision of this Indenture; (viii)  reduce the requirements contained in this Indenture for
a quorum for a meeting or for voting; (ix)  change any obligations of the Company to maintain an office or agency in the places
and for the purposes required by this Indenture; (x) modify the subordination provisions in a manner adverse to the holders of such
Securities; or (xi) modify any of the above provisions.


 


It shall not be necessary for the consent of the
Securityholders of any series affected thereby under this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 






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Section 9.3       Effect
of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.1, this Indenture shall, with respect to such series, be
deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 9.4       Securities
Affected by Supplemental Indentures.


 


Securities of any series affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or
of Section 10.1, may bear a notation in form approved by the Company, provided such form meets the requirements of any exchange
upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of that series so modified as to conform, in the opinion of the Trustee and the Company, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.


 


Section 9.5       Execution
of Supplemental Indentures.


 


Upon the request of the Company, accompanied by
the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may, in its discretion (but without any obligation to do so) enter into such supplemental indenture.
The Trustee, subject to the provisions of Section 7.1, shall be provided an Opinion of Counsel and an Officers’ Certificate
as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Opinion of Counsel need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to Section 2.1 hereof, unless otherwise requested
by the Trustee.


 


Section 9.6       Conformity
with Trust Indenture Act.


 


Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act of 1939, as amended, in effect on such date.


 






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ARTICLE X

SUCCESSOR CORPORATION


 


Section 10.1     Company
May Consolidate, Etc.


 


Unless otherwise specified in a supplemental indenture
hereto, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with
or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property
of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated
with the Company or its successor or successors) authorized to acquire and operate the same. The Company hereby covenants and agrees that,
upon any such consolidation or merger (in each case, if the Company is not the surviving corporation of such transaction), sale, conveyance,
transfer or other disposition, the due and punctual payment of the principal of and any premium and interest on all of the Securities
of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant
to Section 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform
to the requirements of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee
by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired
such property.


 


Section 10.2     Successor
Substituted.


 


(a)           In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor Person,
by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and any premium and interest on all of the Securities of all series Outstanding and the due and punctual performance
of all of the covenants and conditions of this Indenture or established with respect to each series of the Securities pursuant to Section 2.1
to be performed by the Company with respect to each series, such successor Person shall succeed to and be substituted for the Company
with the same effect as if it had been named as the Company herein, and thereupon the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


 


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


 


(c)           Nothing
contained in this Indenture or in any of the Securities shall prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not affiliated with the Company).


 






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Section 10.3     Evidence
of Consolidation, Etc. to Trustee.


 


The Trustee, subject to the provisions of Section 7.1,
shall be provided an Opinion of Counsel and an Officers’ Certificate as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.


 


ARTICLE XI

SATISFACTION AND DISCHARGE


 


Section 11.1     Satisfaction
and Discharge of Indenture.


 


If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that shall have
been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.7 and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and
thereupon repaid to the Company or discharged from such trust, as provided in Section 11.5); or (b) all such Securities
of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or, except in the
case of any Securities that are convertible or exchangeable, are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company
shall deposit or cause to be deposited with the Trustee as trust funds an amount of money in U.S. dollars sufficient, or non-callable
Governmental Obligations, the principal of and interest on which when due, will be sufficient or a combination thereof, sufficient in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation,
including principal and any premium and interest due or to become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company
then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.3,
2.5, 2.7, 4.1, 4.2, 4.3 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.6
and 11.5, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of
the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.


 


Section 11.2     Discharge
of Obligations.


 


If at any time all such Securities of a particular
series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.1
shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds money in U.S. dollars sufficient or an amount
of non-callable Governmental Obligations, the principal of and interest on which when due, will be sufficient or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee
for cancellation, including principal and any premium and interest due or to become due to such date of maturity or date fixed for redemption,
as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect
to such series, then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations
of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.3,
2.5, 2.7, 4.1, 4.2, 4.3, 7.6, 7.10 and 11.5 hereof that shall survive until such Securities shall mature and be paid. Thereafter,
Sections 7.6 and 11.5 shall survive.


 






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Section 11.3     Deposited
Moneys to be Held in Trust.


 


All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.1 or 11.2 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of
Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.


 


Section 11.4     Payment
of Moneys Held by Paying Agents.


 


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


 


Section 11.5     Repayment
to Company.


 


Any moneys or Governmental Obligations deposited
with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the
Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after
the date upon which the principal of and any premium or interest on such Securities shall have respectively become due and payable, shall
be repaid to the Company or (if then held by the Company) shall be discharged from such trust. The paying agent and the Trustee thereupon
shall be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof.


 






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ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


Section 12.1     No
Recourse.


 


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


 


ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


Section 13.1     Effect
on Successors and Assigns.


 


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


 


Section 13.2     Actions
by Successor.


 


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


 


Section 13.3     Notices.


 


Except as otherwise expressly provided herein,
any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders
of Securities to or on the Company may be given or served by being deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as follows: Protalix BioTherapeutics, Inc., 2 University
Plaza, Suite 100, Hackensack, NJ 07601, Attention: _________________. Any notice, election, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee.


 






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Section 13.4     Notice
to Holders of Securities; Waiver.


 


Except as otherwise expressly provided herein,
where this Indenture provides for notice to holders of Securities of any event, such notice shall be sufficiently given to holders of
Securities if in writing and mailed, first-class postage prepaid, to each holder of a Security affected by such event, at the address
of such holder as it appears in the Security Register, not earlier than the earliest date, and not later than the latest date, prescribed
for the giving of such notice.


 


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 to holders of Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute sufficient notice to such holder for every purpose hereunder.
In any case where notice to holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice
mailed to any particular holder of a Security shall affect the sufficiency of such notice with respect to other holders of Securities
given as provided herein.


 


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 applicable event,
and such waiver shall be the equivalent of such notice. Waivers of notice by holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Section 13.5     Governing
Law.


 


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


 


Section 13.6     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 13.7     Compliance
Certificates and Opinions.


 


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


 


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


 






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Section 13.8     Payments
on Business Days.


 


Except as provided pursuant to Section 2.1
pursuant to a Board Resolution, and as set forth in an Officers’ Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption or repurchase
of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) (whether upon repurchase, redemption,
maturity, or otherwise) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date
of maturity, redemption, or repurchase, and no additional interest shall accrue for the period after such nominal date.


 


Section 13.9     Conflict
with Trust Indenture Act.


 


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


 


Section 13.10   Counterparts.


 


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


 


Section 13.11   Separability.


 


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


 


Section 13.12   Assignment.


 


The Company will have the right at all times to
assign any of its rights or obligations under this Indenture to a direct or indirect wholly-owned Subsidiary of the Company, provided
that, in the event of any such assignment, the Company, will remain liable for all such obligations. Subject to the foregoing, the Indenture
is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns. This Indenture may not otherwise
be assigned by the parties thereto.


 






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ARTICLE XIV

SUBORDINATION OF SECURITIES


 


Section 14.1     Subordination
Terms.


 


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


 






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


 


	 	PROTALIX BIOTHERAPEUTICS, INC.
	 	 	      
	 	By 	      
	 		Name:
	 		Title:                  






	 	      	               
	 	 	,
	 	as Trustee	 






	 	 	 
	 	By 	 
	 		Name:
	 		Title: