Exhibit 4.2


 




 


Entera Bio Ltd.


 


as the Company


 


and


 


[            ]


 


as Trustee


 





 



 




Senior Indenture


 


Dated as of [      ], [        ]


 









 



 


 


 






     


     


    

 


TABLE
OF CONTENTS


 





 



  




	 	Page
	 	 
	Article 1 

    Definitions and Incorporation by Reference
	 
	Section 1.01.  Definitions	1
	Section 1.02.  Other Definitions	4
	Section 1.03.  Incorporation by Reference of Trust Indenture Act	4
	Section 1.04.  Rules of Construction	4
	 	 
	Article 2 

    The Securities
	 
	Section 2.01.  Form and Dating	5
	Section 2.02.  Execution and Authentication	5
	Section 2.03.  Amount Unlimited; Issuable in Series	6
	Section 2.04.  Denomination and Date of Securities; Payments of Interest	8
	Section 2.05.  Registrar and Paying Agent; Agents Generally	8
	Section 2.06.  Paying Agent to Hold Money in Trust	9
	Section 2.07.  Transfer and Exchange	9
	Section 2.08.  Replacement Securities	11
	Section 2.09.  Outstanding Securities	11
	Section 2.10.  Temporary Securities	12
	Section 2.11.  Cancellation	12
	Section 2.12.  CUSIP Numbers	12
	Section 2.13.  Defaulted Interest	12
	Section 2.14.  Series May Include Tranches	13
	 	 
	Article 3 

    Redemption
	 
	Section 3.01.  Applicability of Article	13
	Section 3.02.  Notice of Redemption; Partial Redemptions	13
	Section 3.03.  Payment of Securities Called for Redemption	14
	Section 3.04.  Exclusion of Certain Securities from Eligibility for Selection for Redemption	14
	Section 3.05.  Mandatory and Optional Sinking Funds	15
	 	 
	Article 4 

    Covenants
	 
	Section 4.01.  Payment of Securities	16
	Section 4.02.  Maintenance of Office or Agency	16
	Section 4.03.  Securityholders’ Lists	17
	Section 4.04.  Certificate to Trustee	17
	Section 4.05.  Reports by the Company	17
	Section 4.06.  Additional Amounts	17
	 	 
	Article 5

    Successor Corporation
	 
	Section 5.01.  When Company May Merge, Etc.	18
	Section 5.02.  Successor Substituted	18



 






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	Article 6

    Default and Remedies
	 
	Section 6.01.  Events of Default	19
	Section 6.02.  Acceleration	19
	Section 6.03.  Other Remedies	20
	Section 6.04.  Waiver of Past Defaults	20
	Section 6.05.  Control by Majority	21
	Section 6.06.  Limitation on Suits	21
	Section 6.07.  Rights of Holders to Receive Payment	21
	Section 6.08.  Collection Suit by Trustee	21
	Section 6.09.  Trustee May File Proofs of Claim	22
	Section 6.10.  Application of Proceeds	22
	Section 6.11.  Restoration of Rights and Remedies	22
	Section 6.12.  Undertaking for Costs	23
	Section 6.13.  Rights and Remedies Cumulative	23
	Section 6.14.  Delay or Omission not Waiver	23
	 	 
	Article 7 

    Trustee
	 
	Section 7.01.  General	23
	Section 7.02.  Certain Rights of Trustee	23
	Section 7.03.  Individual Rights of Trustee	24
	Section 7.04.  Trustee’s Disclaimer	25
	Section 7.05.  Notice of Default	25
	Section 7.06.  Reports by Trustee to Holders	25
	Section 7.07.  Compensation and Indemnity	25
	Section 7.08.  Replacement of Trustee	26
	Section 7.09.  Acceptance of Appointment by Successor	26
	Section 7.10.  Successor Trustee By Merger, Etc.	27
	Section 7.11.  Eligibility	27
	Section 7.12.  Money Held in Trust	27
	 	 
	Article 8 

    Satisfaction and Discharge of Indenture; Unclaimed Moneys
	 
	Section 8.01.  Satisfaction and Discharge of Indenture	28
	Section 8.02.  Application by Trustee of Funds Deposited for Payment of Securities	28
	Section 8.03.  Repayment of Moneys Held by Paying Agent	28
	Section 8.04.  Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	28
	Section 8.05.  Defeasance and Discharge of Indenture	29
	Section 8.06.  Defeasance of Certain Obligations	30
	Section 8.07.  Reinstatement	30
	Section 8.08.  Indemnity	31
	Section 8.09.  Excess Funds	31
	Section 8.10.  Qualifying Trustee	31
	 	 
	Article 9 

    Amendments, Supplements and Waivers
	 
	Section 9.01.  Without Consent of Holders	31
	Section 9.02.  With Consent of Holders	31
	Section 9.03.  Revocation and Effect of Consent	32
	Section 9.04.  Notation on or Exchange of Securities	33
	Section 9.05.  Trustee to Sign Amendments, Etc.	33



 






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	Section 9.06.  Conformity with Trust Indenture Act	33
	 	 
	Article 10

    Miscellaneous
	 
	Section 10.01.  Trust Indenture Act of 1939	33
	Section 10.02.  Notices	33
	Section 10.03.  Certificate and Opinion as to Conditions Precedent	34
	Section 10.04.  Statements Required in Certificate or Opinion	34
	Section 10.05.  Evidence of Ownership	34
	Section 10.06.  Rules by Trustee, Paying Agent or Registrar	35
	Section 10.07.  Payment Date Other Than a Business Day	35
	Section 10.08.  Governing Law	35
	Section 10.09.  No Adverse Interpretation of Other Agreements	35
	Section 10.10.  Successors	35
	Section 10.11.  Duplicate Originals	35
	Section 10.12.  Separability	35
	Section 10.13.  Table of Contents, Headings, Etc.	35
	Section 10.14.  Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	35
	Section 10.15.  Judgment Currency	36
	Section 10.16.  Waiver of Jury Trial	36
	Section 10.17.  Force Majeure	36



 






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SENIOR INDENTURE, dated as of [                  ,          ], between
Entera Bio Ltd., an Israeli company, as the Company, and [        ], as Trustee.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has duly authorized
the issue from time to time of its senior debentures, notes or other evidences of indebtedness to be issued in one or more series
(the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof,
the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


NOW, THEREFORE:


 


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


 


Article
1

Definitions and Incorporation by Reference


 


Section 1.01.            
Definitions.


 


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


 


“Agent” means any Registrar,
Paying Agent, transfer agent or Authenticating Agent.


 


“Board Resolution” means
one or more resolutions of the board of directors of the Company or any authorized committee thereof, certified by the secretary
or an assistant secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered
to the Trustee.


 


“Business Day” means
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close (i) with respect to any Security the interest on which is based on the offered quotations
in the interbank Eurodollar market for dollar deposits in London or in The City of New York or (ii) with respect to Securities
denominated in a specified currency other than United States dollars, in the principal financial center of the country of the specified
currency.


 


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


 


“Company” means the party
named as such in the first paragraph of this Indenture until a successor replaces it pursuant to ‎Article
5 of this Indenture and thereafter means the successor.


 






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


 


“Default” means any event
that is, or after notice or passage of time or both would be, an Event of Default.


 


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


 


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


 


“Holder” or “Securityholder”
means the registered holder of any Security.


 


“IFRS” means International
Financial Reporting Standards as issued by the International Accounting Standards Board, as in effect as of the date hereof.


 


“Indenture” means this
Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms
and terms of the Securities of each series established as contemplated pursuant to Sections ‎2.01
and ‎2.03.


 


“Officer” means, with
respect to the Company, the chairman of the board of directors, the president or chief executive officer, any executive vice president,
any senior vice president, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary
or any assistant secretary.


 


“Officers’ Certificate”
means a certificate signed in the name of the Company (i) by the chairman of the board of directors, president or chief executive
officer, an executive vice president, a senior vice president or a vice president, and (ii) by the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant secretary, and delivered to the Trustee. Each such certificate
shall comply with Section 314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in
this Indenture) the statements provided in ‎Section 10.04,
if applicable.


 


“Opinion of Counsel”
means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee.
Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided
in ‎Section 10.04, if and to the extent required thereby.


 


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


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the Principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to ‎Section
6.02.


 


“Periodic Offering”
means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such
Securities.


 






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


 


“Principal” of a Security
means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Security.


 


“Registered Global Security”
means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with
‎Section 2.02, and bearing the legend prescribed in ‎Section
2.02.


 


“Responsible Officer”
when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility
for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Securities” means any
of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Subsidiary” means, with
respect to any Person, any corporation, association or other business entity of which a majority of the capital stock or other
ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.


 


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


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.


 


“U.S. Government 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 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, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on
or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt.


 


“Yield to Maturity” means,
as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are issuable
from time to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause (i) or
at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination
of interest on such series or on such Security, and calculated in accordance with the constant interest method or such other accepted
financial practice as is specified in the terms of such Security.


 






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Section 1.02.            
Other Definitions. Each of the following terms is defined in the section set forth opposite such term:


 


	Term	Section
	 	 
	Authenticating Agent	‎2.02
	cash transaction	‎7.03
	Event of Default	‎6.01
	Judgment Currency	‎10.15(a)
	mandatory sinking fund payment	‎3.05
	optional sinking fund payment	‎3.05
	Paying Agent	‎2.05
	record date	‎2.04
	Registrar	‎2.05
	Required Currency	‎10.15(a)
	Security Register	‎2.05
	self-liquidating paper	‎7.03
	sinking fund payment date	‎3.05
	Surviving Entity	‎5.01(a)
	tranche	‎2.14


 


Section 1.03.            
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this Indenture. The following terms used in this Indenture
that are defined by the Trust Indenture Act have the following meanings:


 


“indenture securities”
means the Securities;


 


“indenture security holder”
means a Holder or a Securityholder;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee” or
 “institutional trustee” means the Trustee; and


 


“obligor” on the indenture
securities means the Company or any other obligor on the Securities.


 


All other terms used in this Indenture that
are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule
of the Commission and not otherwise defined herein have the meanings assigned to them therein.


 


Section 1.04.            
Rules of Construction. Unless the context otherwise requires:


 


(a)           
an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;


 


(b)           
words in the singular include the plural, and words in the plural include the singular;


 


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


 


(d)           
all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and


 


(e)           
use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should
be construed to include, where appropriate, the other pronouns.


 






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Article
2

The Securities


 


Section 2.01.            
Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with
this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent
with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange
or usage, all as may be determined by the Officers executing such Securities as evidenced by their execution of the Securities.


 


Section 2.02.            
Execution and Authentication. Two Officers shall execute the Securities for the Company by facsimile or manual signature
in the name and on behalf of the Company. If an Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be valid.


 


The Trustee, at the expense of the Company,
may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating
Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such Authenticating Agent.


 


A Security shall not be valid until the
Trustee or Authenticating Agent signs, manually or by facsimile, 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 the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate
and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee
shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to ‎Article
7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:


 


(a)           
any Board Resolution and/or executed supplemental indenture referred to in Sections ‎2.01 and ‎2.03
by or pursuant to which the forms and terms of the Securities of that series were established;


 


(b)           
an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms
and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance
with such procedures as shall be referred to therein, established in compliance with this Indenture; and


 


(c)           
an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have
been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred
to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities
have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to
and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and
would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights
generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably
requested by the Trustee.


 






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


 


Notwithstanding the provisions of Sections
‎2.01 and ‎2.02,
if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Board Resolution otherwise required pursuant to ‎Section
2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to ‎Section
2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms
thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections ‎2.01 and ‎2.02,
as applicable, in connection with the first authentication of Securities of such series.


 


If the Company shall establish pursuant
to ‎Section 2.03 that the Securities of a series or a portion
thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee
shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an
amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s
instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following
effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security
may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.”


 


Section 2.03.            
Amount Unlimited; Issuable in Series. 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 and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company.
There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series, subject to the last sentence of this ‎Section
2.03,


 


(a)           
the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities
of all other series;


 


(b)           
any limit upon the aggregate Principal amount of the Securities of the series that may be authenticated and delivered under
this Indenture and any limitation on the ability of the Company to increase such aggregate Principal amount after the initial issuance
of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);


 


(c)           
the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or
extendible);


 


(d)           
the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest,
if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record
shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date
or dates shall be determined;


 






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(e)           
 if other than as provided in ‎Section 4.02, the place or places where the Principal of and any interest on
Securities of the series shall be payable, any Securities of the series may be surrendered for exchange, and notices and demands
to or upon the Company in respect of the Securities of the series and this Indenture may be served;


 


(f)            the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period
or periods within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so
redeemed, pursuant to any sinking fund or otherwise;


 


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


 


(h)           
if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which Securities
of the series shall be issuable;


 


(i)           
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;


 


(j)           
if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which
payment of the Principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal
of and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other
than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;


 


(k)           
if other than the currency of the United States of America, the currency or currencies, including composite currencies,
in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any
such currencies shall be valued against other currencies in which any other Securities shall be payable;


 


(l)           
whether the Securities of the series or any portion thereof will be issuable as Registered Global Securities;


 


(m)          
whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or
any other security;


 


(n)           
whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person
who is not a U.S. person 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;


 


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


 


(p)           
any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect
to the Securities of the series;


 


(q)           
provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less
than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any
combination of the foregoing) the provisions of ‎Article 8;


 






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(r)            
 if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities, the identity
of the Depositary or common Depositary for such Registered Global Security or Securities;


 


(s)          
any other or alternative Events of Default or covenants with respect to the Securities of the series; and


 


(t)           
any other terms of the Securities of the series.


 


All Securities of any one series shall be
substantially identical, except as to date and denomination, except in the case of any Periodic Offering and except as may otherwise
be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto.
All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any
forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance
thereof by procedures described in such Board Resolution or supplemental indenture.


 


Unless otherwise expressly provided with
respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities
of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.


 


Section 2.04.            
Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable in denominations
established as contemplated by ‎Section 2.03 or, if not so established with respect to Securities of any series, in
denominations of $2,000 and any higher integral multiple of $1,000. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the Officers of the Company executing the same may determine,
as evidenced by their execution thereof.


 


Unless otherwise specified with respect
to a series of Securities, each Security shall be dated the date of its authentication. The Securities of each series shall bear
interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by ‎Section
2.03.


 


The person in whose name any Security of
any series is registered at the close of business on any record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding
any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and
to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which
case the provisions of ‎Section 2.13 shall apply. The term
 “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for
the Securities of any series shall mean the date specified as such in the terms of the Securities of such series established as
contemplated by ‎Section 2.03, or, if no such date is so
established, the fifteenth day next preceding such interest payment date, whether or not such record date is a Business Day.


 


Section 2.05.            
Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may
be presented for registration, registration of transfer or for exchange (the “Registrar”) and an office or agency
where Securities may be presented for payment (the “Paying Agent”), which shall be in the United States of America.
The Company shall cause the Registrar to keep a register of the Securities and of their registration, transfer and exchange (the
 “Security Register”). The Company may have one or more additional Paying Agents or transfer agents with respect
to any series.


 






    8


     


    

 


The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of
this Indenture and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the
Trustee of the name and address of any Agent and any change in the name or address of an Agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Agent upon written notice to
such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an
appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company
and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as
such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any
Affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company nor an Affiliate of
the Company shall act as Paying Agent in connection with the defeasance of the Securities or the discharge of this Indenture
under ‎Article
8. 


 


The Company initially appoints the Trustee
as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make
available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request
the names and addresses of the Holders as they appear in the Security Register.


 


Section 2.06.            
Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date of any Principal
or interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient
to pay such Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that
such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying
Agent for the payment of Principal of and interest on such Securities and shall promptly notify the Trustee of any default by the
Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee
and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written
request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.
Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any
affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Securities,
segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.


 


Section 2.07.            
Transfer and Exchange. At the option of the Holder thereof, Securities of any series (other than a Registered Global
Security, except as set forth below) may be exchanged for a Security or Securities of such series and tenor having authorized denominations
and an equal aggregate Principal amount, upon surrender of such Securities to be exchanged at the agency of the Company that shall
be maintained for such purpose in accordance with ‎Section 2.05 and upon payment, if the Company shall so require,
of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Upon surrender for registration of transfer
of any Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with ‎Section
2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate Principal amount.


 


All Securities presented for registration
of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in
writing.


 


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


 






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Notwithstanding any other provision of this
‎Section 2.07, unless and until it is exchanged in whole
or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities
of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for any Registered
Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered
Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable
law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities.
If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee,
upon receipt of the Company’s order for the authentication and delivery of definitive Securities of such series and tenor,
will authenticate and deliver certificated Securities of such series and tenor, in any authorized denominations, in an aggregate
Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.


 


The Company may at any time and in its sole
discretion and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall
no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s
order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, certificated
Securities of such series and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount
of such Registered Global Securities, in exchange for such Registered Global Securities.


 


Any time the Securities of any series are
not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee
with a reasonable supply of certificated Securities without the legend required by ‎Section
2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this
Indenture.


 


If established by the Company pursuant to
‎Section 2.03 with respect to any Registered Global Security,
the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part
for Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,


 


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


 


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


 


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


 






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


 


The Registrar shall not be required (i)
to issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before a selection
of such Securities to be redeemed or (ii) to register the transfer of or exchange any Security selected for redemption in whole
or in part.


 


Section 2.08.            
Replacement Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver, in exchange for such mutilated Security, a new Security of the same series and of like
tenor and Principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and Principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security (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 may be required by them to save each of them and any
agent of any of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee
and any agent of them of the destruction, loss or theft of such Security and the ownership thereof.


 


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


 


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


 


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


 


Section 2.09.            
Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the
Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding
and those that have been defeased pursuant to ‎Section 8.05.


 


If a Security is replaced pursuant to ‎Section
2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced
Security is held by a holder in due course.


 


If the Paying Agent (other than the
Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the
Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that
date such Securities cease to be outstanding and interest on them shall cease to accrue.


 






    11


     


    

 


A Security does not cease to be outstanding
because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether
the Holders of the requisite Principal amount of the outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received
written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate
of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed
to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his
discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.


 


Section 2.10.            
Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in
the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined
to be appropriate by the Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities.
If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities at the office or
agency of the Company designated for such purpose pursuant to ‎Section 4.02, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like Principal amount of definitive Securities of such series and tenor and authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series.


 


Section 2.11.            
Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee
shall cancel and dispose of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver a certificate of disposition to the Company. The Company may not issue new Securities to replace
Securities it has paid in full or delivered to the Trustee for cancellation.


 


Section 2.12.            
CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,” “ISIN” and/or “CINS”
numbers (if then generally in use), and the Trustee shall use CUSIP numbers, ISIN numbers or CINS numbers, as the case may be,
in notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of redemption or exchange.


 


Section 2.13.            
Defaulted Interest. If the Company defaults in a payment of interest on the Securities, it shall pay, or shall deposit
with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful)
any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to ‎Section
2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date
fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before
such special record date, the Company shall mail to each Holder of such Securities and to the Trustee a notice that states the
special record date, the payment date and the amount of defaulted interest to be paid.


 






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Section 2.14.            
Series May Include Tranches. A series of Securities may include one or more tranches (each
a “tranche”) of Securities, including Securities issued in a Periodic Offering. The Securities of different
tranches may have one or more different terms, including authentication dates and public offering prices, but all the Securities
within each such tranche shall have identical terms, including authentication date and public offering price. Notwithstanding
any other provision of this Indenture, with respect to Sections ‎2.02 (other than the fourth, sixth and seventh paragraphs
thereof) through ‎2.04, ‎2.07, ‎2.08, ‎2.10, ‎3.01 through ‎3.05,
‎4.02, ‎6.01 through ‎6.14, ‎8.01 through ‎8.07, ‎9.02
and ‎10.07, if any series of Securities includes more than one tranche, all provisions of such sections applicable
to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner
as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to ‎Section
2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which
provide for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit
such action to be taken instead only with respect to Securities of one or more tranches within that series (and such provisions
shall be deemed satisfied thereby), even if no comparable action is taken with respect to Securities in the remaining tranches
of that series.


 


Article
3

Redemption


 


Section 3.01.            
Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series that
are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified
as contemplated by ‎Section 2.03 for Securities of such series.


 


Section 3.02.            
Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be
redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class
mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities
of such series at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure
to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole
or in part, shall not affect the validity of the proceedings for the redemption of any other Security of such series.


 


The notice of redemption to each such Holder
shall specify the Principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP numbers of the
Securities to be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the manner of calculation
thereof, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the Principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series and tenor in Principal amount equal to the unredeemed
portion thereof will be issued.


 


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


 






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On or before 10:00 a.m. New York City
time on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit
with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in ‎Section
2.06) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for
redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of
the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to
the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this ‎Section
3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such
Securities are to be redeemed. If less than all the outstanding Securities of a series are to be redeemed, the Company will
deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant
to the first paragraph of this ‎Section 3.02 (or such
shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate Principal amount
of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of
the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the
Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an
Officers’ Certificate evidencing compliance with such restriction or condition. 


 


If less than all the Securities of a series
are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, Securities
of such series to be redeemed in whole or in part. Securities may be redeemed in part in Principal amounts equal to authorized
denominations for Securities of such series. The Trustee shall promptly notify the Company in writing of the Securities of such
series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the Principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating
to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion
of the Principal amount of such Security which has been or is to be redeemed.


 


Section 3.03.            
Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities
or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after such date
(unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to
such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and, except as
provided in Sections ‎7.12 and ‎8.02, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid
and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption;
provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders registered
as such on the relevant record date subject to the terms and provisions of Sections ‎2.04 and ‎2.13 hereof.


 


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


 


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


 


Section 3.04.             Exclusion
of Certain Securities from Eligibility for Selection for Redemption. Unless otherwise provided with respect to any series
of Securities, Securities shall be excluded from eligibility for selection for redemption if they are identified by
registration and certificate number in a written statement signed by an authorized Officer of the Company and delivered to
the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such
written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the
Company.


 






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Section 3.05.            
Mandatory and Optional Sinking Funds. 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 the Securities of any series is herein referred to as an “optional sinking
fund payment.” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment
date.”


 


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


 


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


 


If the sinking fund payment or
payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so
request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued
interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the
Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is
available. The Trustee shall select, in the manner provided in ‎Section
3.02, for redemption on such sinking fund payment date a sufficient Principal amount of Securities of such series to absorb
said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially
by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such
Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control
with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner
provided in ‎Section
3.02 (and with the effect provided in ‎Section 3.03)
for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments
not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund
payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section.
Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall
be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and
interest on, the Securities of such series at maturity. 


 






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On or before 10:00 a.m. New York City time
on each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.


 


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


 


Article
4

Covenants


 


Section 4.01.            
Payment of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in
the manner provided in the Securities and this Indenture. The interest on Securities (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only to the Holders thereof (subject to ‎Section 2.04)
and at the option of the Company may be paid by mailing checks for such interest payable to such Holders
at their last addresses as they appear on the Security Register of the Company.


 


Notwithstanding any provisions of this
Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Security so agree, payments of
interest on, and any portion of the Principal of, such Holder’s Security (other than interest payable at maturity or on
any redemption or repayment date or the final payment of Principal on such Security) shall be made by the Paying Agent, upon
receipt from the Company of immediately available funds by 11:00 A.M., New York City time (or such other time as may be
agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal funds wire transfer
or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting
that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of
payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same
Principal amount as the unredeemed Principal amount of the Securities surrendered. The Trustee shall be entitled to rely on
the last instruction delivered by the Holder pursuant to this ‎Section
4.01 unless a new instruction is delivered 15 days prior to a payment date. The Company will indemnify and hold each of the
Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees) resulting from
any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making
any payment in accordance with any such agreement. 


 






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The Company shall pay interest on overdue
Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Securities.


 


Section 4.02.            
Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where
Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially designates [       
], as such office or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the address of the Trustee set forth in ‎Section 10.02.


 


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


 


Section 4.03.            
Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form
as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the
Trust Indenture Act (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on the
Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing,
within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information
is furnished.


 


Section 4.04.            
Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than four
months after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain
the statements required by ‎Section 10.04) from its principal executive, financial or accounting officer as to his
or her knowledge of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall
comply with the requirements of the Trust Indenture Act.


 


Section 4.05.            
Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company files the
same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Company
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.


 






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Article
5

Successor Corporation


 


Section 5.01.            
When Company May Merge, Etc. Unless otherwise provided pursuant to ‎Section 2.03 in connection with
the establishment of a series, the Company shall not consolidate or combine with, merge with or into, directly or indirectly, or
sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to any Person
or Persons in a single transaction or through a series of transactions unless:


 


(a)           
the Company shall be the continuing Person or, if the Company is not the continuing Person, the resulting, surviving or
transferee Person (the “Surviving Entity”) is a company organized and existing under the laws of any member
state of the European Union, Israel or the United States of America or any State or territory thereof;


 


(b)           
the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture,
and shall, if required by law to effectuate the assumption, execute supplemental indentures which shall be delivered to the Trustee
and shall be in form and substance reasonably satisfactory to the Trustee;


 


(c)           
immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default has occurred
and is continuing; and


 


(d)           
the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel
stating that (x) the transaction or series of transactions and such supplemental indenture, if any, complies with this ‎Section
5.01, (y) such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving
Entity enforceable against such Surviving Entity in accordance with its terms, subject to customary exceptions and (z) all conditions
precedent in this Indenture relating to the transaction or series of transactions have been satisfied.


 


Section 5.02.            
Successor Substituted. Upon any consolidation, combination or merger, or any sale, assignment, conveyance, transfer,
lease or other disposition of all or substantially all of the property and assets of the Company in accordance with ‎Section
5.01 of this Indenture, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company herein and thereafter
the predecessor Person, except in the case of (x) a lease or (y) any sale, assignment, conveyance, transfer, lease or other disposition
to one or more Subsidiaries of the Company, shall be discharged from all obligations and covenants under this Indenture and the
Securities.


 






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Article
6





Default and Remedies


 


Section 6.01.            
Events of Default. An “Event of Default” shall occur with respect to the Securities of any series
if:


 


(a)           
the Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable
at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;


 


(b)           
the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and
such default continues for a period of 30 days;


 


(c)           
the Company defaults in the performance of or breaches any other covenant or agreement of the Company in this Indenture
with respect to any Security of such series or in the Securities of such series (other than a covenant or agreement in respect
of which noncompliance by the Company would otherwise be an Event of Default) and such default or breach continues for a period
of 90 consecutive days or more after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders
of 25% or more in aggregate Principal amount of the Securities of all series affected thereby specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(d)           
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;


 


(e)           
the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company
or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit
of creditors; or


 


(f)            
any other Event of Default established pursuant to ‎Section 2.03 with respect to the Securities of such series
occurs.


 


Section 6.02.            
Acceleration. (a) If an Event of Default other than as described in clauses ‎(d) or ‎(e)
of ‎Section 6.01 with respect to the Securities of any series then outstanding occurs and is continuing, then, and
in each and every such case, except for any series of Securities the Principal of which 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 all such series then
outstanding hereunder in respect of which an Event of Default has occurred (all such series voting together as a single class)
by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire Principal (or, if
the Securities of any such series are Original Issue Discount Securities, such portion of the Principal amount as may be specified
in the terms of such series established pursuant to ‎Section 2.03) of all Securities of the affected series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately
due and payable.


 


(b)            If
an Event of Default described in clause ‎(d) or ‎(e) of ‎Section 6.01 occurs and is
continuing, then the Principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms thereof established pursuant to ‎Section 2.03) of all the Securities
then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any
declaration, notice or other action by any Holder or the Trustee, to the full extent permitted by applicable law.


 






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The foregoing provisions, however, are subject
to the condition that if, at any time after the Principal (or, if the Securities are Original Issue Discount Securities, such portion
of the Principal as may be specified in the terms thereof established pursuant to ‎Section
2.03) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared or become 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 Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest
upon all the Securities of each such series (or of all the Securities, as the case may be) and the Principal of any and all Securities
of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with
interest upon such Principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments
of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient
to cover all amounts owing the Trustee under ‎Section 7.07,
and if any and all Events of Default under the Indenture, other than the non-payment of the Principal of and interest on Securities
which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in
every such case the Holders of a majority in aggregate Principal amount of all the then outstanding Securities of all such series
that have been accelerated (voting as a single class), by written notice to the Company and to the Trustee, may waive all defaults
with respect to all such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration
and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or
shall impair any right consequent thereon.


 


For all purposes under this Indenture, if
a portion of the Principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and
payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and
annulled, the Principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such
portion of the Principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the
Principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


Section 6.03.            
Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and
is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at
law or in equity to collect the payment of Principal of and interest on the Securities of such series or to enforce the performance
of any provision of the Securities of such series or this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Securities or does not produce any of them in the proceeding.


 


Section 6.04.            
Waiver of Past Defaults. Subject to Sections ‎6.02, ‎6.07 and ‎9.02, the Holders
of at least a majority in Principal amount (or, if the Securities are Original Issue Discount Securities, such portion of the Principal
as is then accelerable under ‎Section 6.02) of the outstanding Securities of all series affected (voting as a single
class), by notice to the Trustee, may waive an existing Default or Event of Default with respect to the Securities of such series
and its consequences, except a Default in the payment of Principal of or interest on any Security as specified in clauses (a) or
(b) of ‎Section 6.01 or in respect of a covenant or provision of this Indenture which cannot be modified or amended
without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist,
and any Event of Default with respect to the Securities of such series arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereto.


 






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Section 6.05.            
Control by Majority. Subject to Sections ‎7.01 and ‎7.02(e), the
Holders of at least a majority in aggregate Principal amount (or, if any Securities are Original Issue Discount Securities, such
portion of the Principal as is then accelerable under ‎Section 6.02) of the outstanding Securities of all series
affected (voting as a single class) may direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this
Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that
may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights
of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems
proper that is not inconsistent with any directions received from Holders of Securities pursuant to this ‎Section
6.05.


 


Section 6.06.            
Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise,
with respect to this Indenture or the Securities of such series, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


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


 


(b)           
the Holders of at least 25% in aggregate Principal amount of outstanding Securities of all such series affected shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c)           
such Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any costs,
liabilities or expenses to be incurred in compliance with such request;


 


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


 


(e)           
during such 60-day period, the Holders of a majority in aggregate Principal amount of the outstanding Securities of all
such affected series have not given the Trustee a direction that is inconsistent with such written request.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over such other Holder.


 


Section 6.07.            
Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of Principal of or interest, if any, on such Holder’s Security on or after the respective
due dates expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.


 


Section 6.08.            
Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal
or interest specified in clause (a) or (b) of ‎Section 6.01 occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified
in the terms established pursuant to ‎Section 2.03 of Original Issue Discount Securities) of Principal of, and accrued
interest remaining unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest on, the Securities of such series, in each case at the rate or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such Securities, and such further amount as shall be
sufficient to cover all amounts owing the Trustee under ‎Section 7.07.


 






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Section 6.09.             Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under ‎Section
7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities),
its creditors or its property and shall be entitled and empowered to collect and receive any moneys, securities or other
property payable or deliverable upon conversion or exchange of the Securities or upon any such claims and to distribute the
same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it under ‎Section
7.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Section 6.10.            
Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities
of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution
of such moneys on account of Principal or interest, upon presentation of the several Securities in respect of which moneys have
been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange
for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due
the Trustee under ‎Section 7.07 applicable to the Securities
of such series in respect of which moneys have been collected;


 


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


 


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


 


FOURTH: To the payment of the remainder,
if any, to the Company or any other person lawfully entitled thereto.


 


Section 6.11.            
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored to their former positions hereunder and thereafter all rights and remedies of the Company,
Trustee and the Holders shall continue as though no such proceeding had been instituted.


 






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Section 6.12.            
Undertaking for Costs. In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the
Securities of any series, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking
to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made
by the party litigant. This ‎Section 6.12 does not apply to a suit by a Holder pursuant to ‎Section
6.07, a suit instituted by the Trustee or a suit by Holders of more than 10% in Principal amount of the outstanding Securities
of such series.


 


Section 6.13.            
 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities in ‎Section 2.08, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14.            
Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this ‎Article 6 or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


 


Article
7

Trustee


 


Section 7.01.            
General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set
forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this ‎Article 7.


 


Section 7.02.            
Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):


 


(a)           
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’
Certificate, Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been
signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;


 


(b)            before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which
shall conform to ‎Section 10.04 and shall cover such other matters as the Trustee may reasonably request. 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. Subject to Sections ‎7.01 and ‎7.02, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an 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 by it under the provisions of this Indenture upon the faith thereof;


 






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(c)           
the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care;


 


(d)           
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


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


 


(f)            
the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance
with ‎Section 6.05 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;


 


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


 


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


 


Section 7.03.            
Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee.
Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For
purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:


 


(a)           
“cash transaction” means any transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable
upon demand; and


 


(b)           
“self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or
sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting
the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with
the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 






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Section 7.04.            
Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the
Trustee’s certificate of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee
assumes no responsibility for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation
as to the validity or adequacy of this Indenture or the Securities and (b) shall be accountable for the Company’s use or
application of the proceeds from the Securities.


 


Section 7.05.            
Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such
Default is known to the actual knowledge of a Responsible Officer with the Corporate Trust Office of the Trustee, the Trustee shall
give to each Holder of Securities of such series notice of such Default within 90 days after it occurs to all Holders of Securities
of such series in the manner and to the extent provided in Section 313(a) of the Trust Indenture Act, unless such Default shall
have been cured or waived before the mailing of such notice; provided, however, that, except in the case of a Default
in the payment of the Principal of or interest on any Security, the Trustee shall be protected in withholding such notice if the
Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.


 


Section 7.06.            
Reports by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following
the date of this Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such
Section 313(a).


 


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


 


Section 7.07.            
Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing
from time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee
of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include the
reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other persons
not regularly in their employ.


 


The Company shall indemnify the Trustee
and any predecessor Trustee for, and hold them harmless against, any loss or liability or expense incurred by them without negligence
or bad faith on their part arising out of or in connection with the acceptance or administration of this Indenture and the Securities
or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of duties under this Indenture
and the Securities, including the costs and expenses of defending themselves against or investigating any claim or liability and
of complying with any process served upon them or any of their officers in connection with the exercise or performance of any of
their powers or duties under this Indenture and the Securities.


 


To secure the Company’s payment obligations
in this ‎Section 7.07, the Trustee shall have a lien prior
to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay Principal of, and interest on particular Securities.


 


The obligations of the Company under
this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under
bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities,
and the Securities are hereby subordinated to such senior claim. Without prejudice to any other rights available to the
Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default under ‎Section
6.01(d) or ‎Section 6.01(e) hereof, the parties hereto
and the holders by their acceptance of the Securities hereby agree that such expenses are intended to constitute expenses of
administration under any bankruptcy law.


 






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Section 7.08.            
Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any
series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this ‎Section 7.08.


 


The Trustee may resign as Trustee with respect
to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in Principal amount
of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by
so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The
Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible
under ‎Section 7.11 of this Indenture; (ii) the Trustee is
adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv)
the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed as
Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities
of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after
the successor Trustee takes office, the Holders of a majority in Principal amount of the outstanding Securities of such series
may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the
successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by ‎Section
7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority
in Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect thereto.


 


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


 


Notwithstanding replacement of the Trustee
with respect to the Securities of any series pursuant to this ‎Section
7.08 and ‎Section 7.09, the Company’s obligations under
‎Section 7.07 shall continue for the benefit of the retiring
Trustee.


 


Section 7.09.            
Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges and subject to the lien provided for in ‎Section 7.07, 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.


 






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


 


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


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be eligible under this Article and qualified under Section 310(b)
of the Trust Indenture Act.


 


Section 7.10.            
Successor Trustee By Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving
or transferee corporation or national banking association without any further act shall be the successor Trustee with the same
effect as if the successor Trustee had been named as the Trustee herein.


 


Section 7.11.            
Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section
310(a). The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition.


 


Section 7.12.            
Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law and except for money held in trust under ‎Article 8 of this Indenture.


 






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Article
8

Satisfaction and Discharge of Indenture; Unclaimed Moneys


 


Section 8.01.             Satisfaction
and Discharge of Indenture. If at any time (a) (i) all Securities of any series issued that have been authenticated and
delivered have been delivered by the Company to the Trustee for cancellation (other than Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided in ‎Section 2.08); or (ii) all
the Securities of any series issued that have not been delivered by the Company to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the
Company’s name and at the Company’s expense, the Company shall have irrevocably deposited or caused to be
deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying
agent to the Company in accordance with ‎Section 8.04) or U.S. Government Obligations, maturing as to principal
and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest)
the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such
series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in ‎Section 2.08) not theretofore delivered to the
Trustee for cancellation, including Principal and interest due or to become due on or prior to such date of maturity or
redemption as the case may be; (b) the Company has paid or caused to be paid all other sums then due and payable under this
Indenture; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture
pursuant to this ‎Section 8.01 have been complied with, then this Indenture shall cease to be of further effect
with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of
such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of Principal thereof and interest thereon,
upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the
rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided that the rights of
Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not
be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the
Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee
in connection with this Indenture or the Securities of such series.


 


Section 8.02.            
Application by Trustee of Funds Deposited for Payment of Securities. Subject to ‎Section 8.04, all moneys
(including U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to ‎Section 8.01,
‎Section 8.05 or ‎Section 8.06 shall be held in trust and applied by it to the payment, either directly
or through any paying agent to the Holders of the particular Securities of such series for the payment or redemption of which such
moneys have been deposited with the Trustee, of all sums due and to become due thereon for Principal and interest; but such money
need not be segregated from other funds except to the extent required by law.


 


Section 8.03.            
Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect
to such series of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.


 


Section 8.04.            
Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the Principal of or interest on any Security of any series and not applied but remaining
unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall, upon the
written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the Security of such
series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee
or any paying agent with respect to such moneys shall thereupon cease.


 






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Section 8.05.             Defeasance
and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations
in respect of the Securities of any series, after the deposit referred to in clause (i) hereof has been made, and the
provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of Holders of
the Securities of such series to receive payments of Principal thereof, premium thereto, and interest thereon, upon the
original stated due dates therefor, (b) the Company’s obligations with respect to the
issuance of temporary Securities and the registration of transfer with respect to the Securities of such series, the
Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost or stolen Securities of
such series and the maintenance of an office or agency for payment for security payments held in trust pursuant to clause (i)
hereof, (c) the rights, obligations and immunities of the Trustee hereunder, and (d) the defeasance provisions contained in ‎Article
8 of this Indenture; provided that the following conditions shall have been satisfied:


 


(i)           
with reference to this ‎Section 8.05 the Company irrevocably has deposited or caused to be deposited
with the Trustee (or another qualifying trustee satisfying the requirements of ‎Section 7.11) as trust funds
in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series, (A) money in an amount, (B) U.S. Government Obligations which through
the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before
the due date of any payment referred to in subclause (x) or (y) of this clause (i), or (C) a combination thereof, in each case
sufficient, in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, without consideration of reinvestment and after payment of all federal,
state and local taxes or other charges and assessments in respect thereof, and which shall be applied by the Trustee to pay and
discharge (x) all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such
series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund
payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable
in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series;


 


(ii)            the
Company has delivered to the Trustee an Opinion of Counsel to the effect that, under then applicable U.S. federal income tax
law, beneficial owners of Securities of such series will not recognize gain or loss for U.S. federal income tax purposes as a
result of the Company’s exercise of its option under this ‎Section 8.05 and will be subject to U.S.
federal income tax on the same amount and in the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;


 


(iii)           
no Default under either clause ‎(d) or clause ‎(e) of ‎Section
6.01 shall have occurred and be continuing at such time;


 


(iv)           
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to
the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit,
defeasance and discharge;


 


(v)           
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance and discharge under this ‎Section 8.05 have been complied with;
and


 


(vi)           
if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking
fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


 






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Section 8.06.             Defeasance
of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this
Indenture will no longer be in effect with respect to, any covenant established pursuant to ‎Section 2.03(s) and
clause (c) and clause (f) (with respect to any covenants established pursuant to ‎Section
2.03(s)) of ‎Section 6.01 shall be deemed not to constitute a Default or an Event of Default with respect to
Securities of any series, if:


 


(a)           
with reference to this ‎Section 8.06, the Company has irrevocably deposited or caused to be deposited with
the Trustee (or another qualifying trustee satisfying the requirements of ‎Section 7.11) as trust funds in trust,
for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits
of the Holders of the Securities of such series, (i) money in an amount, (ii) U.S. Government Obligations which through the payment
of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due
date of any payment referred to in subclause (x) or (y) of this clause (a), or (iii) a combination thereof, in each case sufficient,
in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, without consideration of reinvestment and after payment of all federal, state and
local taxes or other charges and assessments in respect thereof, and which shall be applied by the Trustee to pay and discharge
(x) all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on
the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund payments or
analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance
with the terms of the Securities of such series and the Indenture with respect to the Securities of such series;


 


(b)            the
Company has delivered to the Trustee an Opinion of Counsel to the effect that beneficial owners of Securities of such series
will not recognize gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its
option under this ‎Section 8.06 and will be subject to U.S. federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(c)           
no Default with respect to the outstanding Securities of such series shall have occurred and be continuing at the time of
such deposit immediately after giving effect to such deposit;


 


(d)           
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to
the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit,
defeasance and discharge;


 


(e)           
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance under this Section have been complied with; and


 


(f)            
if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking
fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


 


Section 8.07.            
Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance
with ‎Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture
and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as
the Trustee or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with ‎Article
8; provided, however, that if the Company has made any payment of Principal of or interest on any Securities because
of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the monies or U.S. Government Obligations held by the Trustee or paying agent.


 






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Section 8.08.             Indemnity.
The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this ‎Section
8.08 and ‎Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or
assessed against the U.S. Government Obligations deposited pursuant to ‎Section
8.01, ‎8.05 or ‎8.06 or the principal or interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the Securities.


 


Section 8.09.            
Excess Funds. Anything in this ‎Article 8 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon request of the Company, any money or U.S. Government Obligations (or other property
and any proceeds therefrom) held by it as provided in ‎Section 8.01, ‎8.05 or ‎8.06 which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a discharge or defeasance,
as applicable, in accordance with this ‎Article 8.


 


Section 8.10.            
Qualifying Trustee. Any trustee appointed pursuant to ‎Section 8.05 or 8.06 for the purpose of holding
money or U.S. Government Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable
to the Trustee and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively
rely, that all conditions precedent provided for herein to the related defeasance have been complied with. In no event shall the
Trustee be liable for any acts or omissions of said trustee.


 


Article
9

Amendments, Supplements and Waivers


 


Section 9.01.            
Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities
of any series without notice to or the consent of any Holder:


 


(a)           
to cure any ambiguity, defect or inconsistency in this Indenture;


 


(b)           
to comply with ‎Article 5;


 


(c)           
to maintain the qualification of this Indenture under the Trust Indenture Act;


 


(d)           
to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series
by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of ‎Section
7.09;


 


(e)           
to establish the form or forms or terms of Securities of any series as permitted by ‎Section 2.03;


 


(f)            
to provide for uncertificated Securities and to make all appropriate changes for such purpose;


 


(g)           
to conform any provision to the applicable corresponding provision set forth in the offering document for the offering of
such series of Securities; and


 


(h)           
to make any change that does not materially and adversely affect the rights of any Holder.


 


Section 9.02.            
With Consent of Holders. Subject to Sections ‎6.04 and ‎6.07, without prior notice to any
Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the
Holders of a majority in Principal amount of the outstanding Securities of each series affected by such amendment (all such series
voting together as a single class), and the Holders of a majority in Principal amount of the outstanding Securities of each series
affected thereby (all such series voting together as a single class) by written notice to the Trustee may waive future compliance
by the Company with any provision of this Indenture or the Securities of such series.


 









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Notwithstanding the provisions of this ‎Section
9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to ‎Section
6.04, may not:


 


(a)           
change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s
Security,


 


(b)           
reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);


 


(c)           
reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend
the Indenture with respect to the Securities of the relevant series; and


 


(d)           
reduce the percentage in Principal amount of outstanding Securities of the relevant series the consent of whose Holders
is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain
Defaults and their consequences provided for in this Indenture.


 


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


 


It shall not be necessary for the consent
of any Holder under this ‎Section 9.02 to approve the particular
form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


After an amendment, supplement or waiver
under this ‎Section 9.02 becomes effective, the Company shall
give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental
indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.03.            
Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is
a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt
as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective only
if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver shall become effective with respect to any Securities affected thereby on receipt by the Trustee of written
consents from the requisite Holders of outstanding Securities affected thereby.


 


The Company may, but shall not be obligated
to, fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of consents) for the purpose
of determining the Holders of the Securities of any series affected entitled to consent to any amendment, supplement or waiver.
If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who were such Holders at such
record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement
or waiver or to revoke any consent previously given, whether or not such Persons continue to be such Holders after such record
date. No such consent shall be valid or effective for more than 90 days after such record date.


 


After an amendment, supplement or
waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind every Holder of such
Securities unless it is of the type described in any of clauses (a) through (d) of ‎Section
9.02. In case of an amendment or waiver of the type described in clauses (a) through (d) of ‎Section
9.02, the amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of a Security
that evidences the same indebtedness as the Security of the consenting Holder. 


 






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Section 9.04.            
Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the
Trustee may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security
about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such series
thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security
shall issue and the Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.


 


Section 9.05.            
Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this ‎Article
9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are
required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


 


Section 9.06.            
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this ‎Article
9 shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Article
10

Miscellaneous


 


Section 10.01.         
Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture
Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.


 


Section 10.02.         
Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person, when
received or (b) if mailed by first class mail, 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile
transmission, when transmission is confirmed, in each case addressed as follows:


 


if to the Company:


 


Entera Bio Ltd.


37 Walnut Street, Suite 300


Wellesley Hills, MA 02481


Facsimile: [       ]


Attention: General Counsel


 


if to the Trustee:


 


[                    ]


[                    ]


[                    ]


Facsimile: [         ]


Attention: [          ]


 


The Company or the Trustee by written notice
to the other may designate additional or different addresses for subsequent notices or communications.


 






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Any notice or communication shall be sufficiently
given to Holders by mailing to such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall
be sufficiently given if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also
be mailed to the Trustee and each Agent at the same time.


 


Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise provided in
this Indenture, if a notice or communication is mailed in the manner provided in this ‎Section
10.02, it is duly given, whether or not the addressee receives it.


 


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


 


In case it shall be impracticable to give
notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Section 10.03.         
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(a)           
an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with; and


 


(b)           
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 10.04.         
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate required by ‎Section 4.04) shall include:


 


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


 


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


 


(c)           
a statement that, in the opinion of each 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


 


(d)           
a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with;
provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate
or certificates of public officials.


 


Section 10.05.         
Evidence of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the
person in whose name any Security shall be registered upon the Security Register for such series as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest
on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be affected by any notice to the contrary.


 






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Section 10.06.         
Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action
by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.


 


Section 10.07.         
Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any
date for payment of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment of
Principal of or interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding
Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect
of such payment for the period from and after such date.


 


Section 10.08.         
Governing Law. The laws of the State of New York shall govern this Indenture and the Securities.


 


Section 10.09.         
No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan
or debt agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret
this Indenture.


 


Section 10.10.         
Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 10.11.         
Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.


 


Section 10.12.         
Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.13.         
Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict
any of the terms and provisions hereof.


 


Section 10.14.         
Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under
or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security,
or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or
future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the
Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of
the Securities by the holders thereof and as part of the consideration for the issue of the Securities.


 






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Section 10.15.          Judgment
Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for
the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Principal of or
interest on the Securities of any series (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a Business Day, then, to
the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the
Business Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.


 


Section 10.16.         
Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 10.17.         
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 









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SIGNATURES


 


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


 


	 	ENTERA BIO LTD.

as the Company
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[                              ]

as the Trustee
	 	 
	 	By:	                   
	 	 	Name:
	 	 	Title: