Exhibit 4.4


 





 






 


Protalix BioTherapeutics, Inc.,


 


Issuer


 


AND


 


____________________,


 


Trustee


 


____________________


 


INDENTURE


 


Dated as of _____ ___, 201_


____________________


 







 



 




     


     


    

 


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


 


*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 I	DEFINITIONS	1
	 	 	 
	Section 1.1	Definitions of Terms	1
	 	 	 
	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
	 	 	 
	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 _______ ___, 201_,
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.


 




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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 Snunit Street, Science Park, P.O. Box 455, Carmiel, Israel 20100, 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: