Exhibit 4.1


 


AMALGAMATED
FINANCIAL CORP., 


 


AS
ISSUER,


 


AND



 


U.S.
BANK NATIONAL ASSOCIATION, 


 


AS
TRUSTEE, 


 


SUBORDINATED
INDENTURE 


 


DATED
AS OF NOVEMBER 8, 2021 


 


SUBORDINATED
DEBT SECURITIES




    	 



    	 



    

CROSS-REFERENCE
TABLE


 


Reconciliation
and tie between the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Indenture
dated as of November 8, 2021.


	 	 	 
	SECTION
    OF TRUST INDENTURE ACT	 	SECTION
    OF INDENTURE
	310(a)(1)
    and (2)	 	7.09
	310(a)(3)
    and (4)	 	Not
    applicable
	310(a)(5)	 	7.09
	310(b)	 	7.08
    and 7.10
	311(a)
    and (b)	 	7.13
	312(a)	 	5.01
    and 5.02(a)
	312(b)
    and (c)	 	5.02(b)
    and (c)
	313(a)	 	5.04(a)
	313(b)(1)	 	Not
    applicable
	313(b)(2)	 	5.04(b)
	313(c)	 	5.04(c)
	313(d)	 	5.04(d)
	314(a)	 	5.03
	314(b)	 	Not
    applicable
	314(c)(1)
    and (2)	 	14.04
	314(c)(3)	 	Not
    applicable
	314(d)	 	Not
    applicable
	314(e)	 	15.05
	314(f)	 	Not
    applicable
	315(a),
    (c) and (d)	 	7.01
	315(b)	 	7.14
	315(e)	 	6.14
	316(a)(1)	 	6.12
	316(a)(2)	 	Omitted
	316(a)
    last sentence	 	8.04
	316(b)	 	6.08
	316(c)	 	8.06
	317(a)	 	6.03
    and 6.04
	317(b)	 	4.03(a)
	318(a)	 	15.07


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


Attention
should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections
310 to and including Section 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether
or not physically contained therein.




    	 



    	 



    

TABLE OF CONTENTS


	 	 	 
	ARTICLE 1 DEFINITIONS	1
	Section 1.01	Definitions.	1
	 	 	 
	ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	6
	Section 2.01      	Amount Unlimited; Issuable in Series.	6
	Section 2.02	Form of Trustee’s Certificate of Authentication.	6
	Section 2.03	Form of Securities Generally; Establishment of Terms of Series.	7
	Section 2.04	Securities in Global Form.	10
	Section 2.05	Denominations; Record Date; Payment of Interest.	10
	Section 2.06	Execution, Authentication, Delivery and Dating of Securities.	11
	Section 2.07	Exchange and Registration of Transfer of Securities.	13
	Section 2.08	Temporary Securities.	15
	Section 2.09	Mutilated, Destroyed, Lost or Stolen Securities.	15
	Section 2.10	Cancellation.	16
	Section 2.11	Book-Entry Only System.	17
	 	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES	17
	Section 3.01	Redemption of Securities, Applicability of Section.	17
	Section 3.02	Notice of Redemption, Selection of Securities.	17
	Section 3.03	Payment of Securities Called for Redemption.	18
	Section 3.04	Redemption Suspended During Event of Default.	19
	 	 	 
	ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY	20
	Section 4.01	Payment of Principal, Premium and Interest.	20
	Section 4.02	Offices for Notices and Payments.	20
	Section 4.03	Provisions as to Paying Agent.	20
	Section 4.04	Statement as to Compliance.	22
	Section 4.05	Corporate Existence.	22
	Section 4.06	Reserved.	22
	Section 4.07	Waiver of Covenants.	22
	 	 	 
	ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	22
	Section 5.01	Securityholder Lists.	22
	Section 5.02	Preservation and Disclosure of Lists.	23
	Section 5.03	Reports by the Company.	23
	Section 5.04	Reports by the Trustee.	23
	 	 	 
	ARTICLE 6 REMEDIES	24
	Section 6.01	Events of Default; Acceleration of Maturity.	24
	Section 6.02	Rescission and Annulment	25
	Section 6.03	Collection of Indebtedness and Suits for Enforcement by Trustee.	26
	Section 6.04	Trustee May File Proofs of Claim.	27
	Section 6.05	Trustee May Enforce Claims Without Possession of Securities.	27
	Section 6.06	Application of Money Collected.	28
	Section 6.07	Limitation on Suits.	28







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	Section 6.08     	Unconditional Right of Securityholders to Receive Principal and Interest.	29
	Section 6.09	Restoration of Rights and Remedies.	29
	Section 6.10	Rights and Remedies Cumulative.	29
	Section 6.11	Delay or Omission Not Waiver.	29
	Section 6.12	Control by Securityholders.	29
	Section 6.13	Waiver of Past Defaults.	30
	Section 6.14	Undertaking for Costs.	30
	Section 6.15	Waiver of Stay or Extension Laws.	31
	 	 	 
	ARTICLE 7 CONCERNING THE TRUSTEE	31
	Section 7.01	Duties and Responsibilities of Trustee.	31
	Section 7.02	Reliance on Documents, Opinions, etc.	32
	Section 7.03	No Responsibility for Recitals, etc.	34
	Section 7.04	Ownership of Securities.	34
	Section 7.05	Moneys to be Held in Trust.	34
	Section 7.06	Compensation and Expenses of Trustee.	34
	Section 7.07	Officer’s Certificate or Opinion of Counsel as Evidence.	35
	Section 7.08	Disqualifications; Conflicting Interest of Trustee.	36
	Section 7.09	Eligibility of Trustee.	36
	Section 7.10	Resignation or Removal of Trustee.	36
	Section 7.11	Acceptance by Successor Trustee.	37
	Section 7.12	Successor by Merger, etc.	38
	Section 7.13	Limitations on Rights of Trustee as Creditor.	38
	Section 7.14	Notice of Default.	39
	Section 7.15	Appointment of Authenticating Agent.	39
	 	 	 
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	41
	Section 8.01	Action by Securityholders.	41
	Section 8.02	Proof of Execution by Securityholders.	41
	Section 8.03	Who Are Deemed Absolute Owners.	41
	Section 8.04	Company-Owned Securities Disregarded.	42
	Section 8.05	Revocation of Consents; Future Securityholders Bound.	42
	Section 8.06	Record Date.	43
	 	 	 
	ARTICLE 9 SECURITYHOLDERS’ MEETINGS	43
	Section 9.01	Purposes of Meeting.	43
	Section 9.02	Call of Meetings by Trustee.	43
	Section 9.03	Call of Meetings by Company or Securityholders.	43
	Section 9.04	Qualifications for Voting.	44
	Section 9.05	Regulations.	44
	Section 9.06	Voting.	45
	 	 	 
	ARTICLE 10 SUPPLEMENTAL INDENTURES	45
	Section 10.01	Supplemental Indentures without Consent of Securityholders.	45
	Section 10.02	Supplemental Indentures with Consent of Holders.	47
	Section 10.03	Compliance with Trust Indenture Act; Effect of Supplemental Indentures.	48
	Section 10.04	Notation on Securities.	48







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	ARTICLE 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	48
	Section 11.01   	Company May Consolidate, etc., on Certain Terms.	48
	Section 11.02	Successor Corporation Substituted.	49
	Section 11.03	Opinion of Counsel and Officer’s Certificate to be Given Trustee.	49
	 	 	 
	ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	49
	Section 12.01	Discharge of Indenture.	49
	Section 12.02	Deposited Moneys to be Held in Trust by Trustee.	50
	Section 12.03	Paying Agent to Repay Moneys Held.	50
	Section 12.04	Return of Unclaimed Moneys.	50
	 	 	 
	ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	51
	Section 13.01	Indenture and Securities Solely Corporate Obligations.	51
	 	 	 
	ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE	51
	Section 14.01	Applicability of Article.	51
	Section 14.02	Defeasance and Discharge.	51
	Section 14.03	Covenant Defeasance.	52
	Section 14.04	Conditions to Defeasance or Covenant Defeasance.	52
	Section 14.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	54
	 	 	 
	ARTICLE 15 MISCELLANEOUS PROVISIONS	54
	Section 15.01	Benefits of Indenture Restricted to Parties and Securityholders.	54
	Section 15.02	Provisions Binding on Company’s Successors.	55
	Section 15.03	Addresses for Notices, etc., to Company and Trustee.	55
	Section 15.04	Notice to Holders of Securities; Waiver.	55
	Section 15.05	Evidence of Compliance with Conditions Precedent.	56
	Section 15.06	Legal Holidays.	56
	Section 15.07	Trust Indenture Act to Control.	56
	Section 15.08	Execution in Counterparts.	57
	Section 15.09	Governing Law; Waiver of Jury Trial.	57
	Section 15.10	Severability; Entire Agreement.	58
	Section 15.11	Interpretations.	58
	Section 15.12	U.S.A. Patriot Act.	58
	 	 	 
	ARTICLE 16 SUBORDINATION OF SECURITIES	58
	Section 16.01	Securities Subordinate to Senior Indebtedness.	58









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INDENTURE,
dated as of November 8, 2021 between Amalgamated Financial Corp., a public benefit corporation duly incorporated and existing
under the laws of the State of Delaware (the “Company”), and U.S. Bank National Association, as trustee (the
“Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).


WHEREAS,
the Company deems it necessary to issue from time to time for its lawful purposes securities (the “Securities”)
evidencing its indebtedness and has duly authorized the execution and delivery of this Indenture to provide for the issuance of
the Securities in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such time
or times, and to have such other provisions as shall be fixed as hereinafter provided; and


WHEREAS,
the Company represents that all acts and things necessary to constitute these presents a valid indenture and agreement according
to its terms have been done and performed, and the execution of this Indenture has in all respects been duly authorized, and the
Company, in the exercise of legal right and power in it vested, is executing this Indenture;


NOW,
THEREFORE:


In
order to declare the terms and conditions upon which the Securities are authenticated, issued and received, and in consideration
of the premises and the purchase and acceptance of the Securities by the holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows:


Article
1

DEFINITIONS


Section
1.01        Definitions.



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


“Additional
Amounts” shall mean any additional amounts to be paid by the Company in respect of Securities of a series, as may be
specified pursuant to Section 2.03(b) hereof and in such Security and under the circumstances specified therein, in respect
of specified taxes, assessments or other governmental charges imposed on certain holders who are United States Aliens.


“Authorized
Officer” shall have the meaning set forth in Section 3.02 hereof.



    	1



    	 



    




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


“Board
Resolution” shall mean a resolution certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors or by a committee acting under authority of or appointment by the Board of Directors and
to be in full force and effect on the date of such certification, and delivered to the Trustee.


“Business
Day” shall mean, unless otherwise specified pursuant to Section 2.03(b), any day other than a Saturday or Sunday
that is neither a legal holiday nor a day on which banking institutions or trust companies in the City of New York, New York,
or any Place of Payment are authorized or obligated by law, regulation or executive order to remain closed.


“Capital
Stock” shall mean, as to shares of a particular corporation, outstanding shares of stock of any class, whether now or
hereafter authorized, irrespective of whether such class shall be limited to a fixed sum or percentage in respect of the rights
of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution
or winding up of such corporation.


“Commission”
shall mean the Securities and Exchange Commission or any successor agency.


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


“Company
Request” and “Company Order” mean, respectively, a written request or order signed in the name of
the Company by its Chief Executive Officer, President, Chief Financial Officer, Vice President, General Counsel, Secretary or
Assistant Secretary or Treasurer or Assistant Treasurer and delivered to the Trustee.


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 333 Commerce Street, Suite 800, Nashville, Tennessee 37201, Attention:
Wally Jones, CCTP, Vice President, U.S. Bank Global Corporate Trust, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the holders and the Company).


“Covenant
Defeasance” shall have the meaning set forth in Section 14.03.


“Default”
or “Event of Default” shall have the meaning specified in Article 6.


“Defeasance”
shall have the meaning set forth in Section 14.02.


“Depositary”
shall mean, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more permanent
global Securities, the person designated as Depositary by the Company pursuant to Section 2.03(b), which must be a clearing
agency registered under the Exchange Act, 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
series shall mean the Depositary with respect to the Securities of such series.



    	2



    	 



    




“Dollar”
or “$” shall mean a dollar or other equivalent unit in such coin or currency of the United States of America
as at the time shall be legal tender for the payment of public and private debts.


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


“Exchange
Date” shall have the meaning set forth in Section 2.08.


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.03 evidencing all or part of a Series of Securities, issued to the Depositary for such
Series or its nominee, and registered in the name of such Depositary or nominee.


“Holder,”
“Holder of Securities,” “securityholder” or other similar term shall mean in the case of
any Registered Security, the person in whose name such Security is registered in the Security Register kept by the Company for
that purpose, in accordance with the terms hereof.


“Indenture”
shall mean this instrument as originally executed and delivered or as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including without limitation,
the forms and terms of particular series of Securities established as contemplated by Article 2.


“Material
Subsidiary” means Amalgamated Bank, or any successor thereof or any Subsidiary of the Company that is a depository institution
and that has consolidated assets equal to 80% or more of the Company’s consolidated assets.


“Officer’s
Certificate” shall mean a certificate signed by the Chief Executive Officer, President or other principal executive
officer, or the Chief Financial Officer or other principal financial officer or principal accounting officer, Assistant Secretary,
Treasurer or Controller of the Company and delivered to the Trustee.


“Opinion
of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company
and who shall be reasonably satisfactory to the Trustee, or who may be other counsel reasonably satisfactory to the Trustee.


“Original
Issue Discount Securities” shall mean any Securities that are initially sold at a discount from the principal amount
thereof and that provide upon an Event of Default for declaration of an amount less than the principal amount thereof to be due
and payable upon acceleration thereof.



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“Outstanding”
or “outstanding,” when used with reference to Securities, shall, subject to the provisions of Section 7.08,
Section 8.01 and Section 8.04, mean, as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except:


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



		(b)	Securities,
                                         or portions thereof, for the payment or redemption of which moneys in the necessary amount
                                         shall have been deposited in trust with the Trustee or with any paying agent (other than
                                         the Company) or shall have been set aside and segregated and held in trust by the Company
                                         (if the Company shall act as its own paying agent) for the holders of such Securities;
                                         provided, that if such Securities, or portions thereof, are to be redeemed prior to the
                                         maturity thereof, notice of such redemption shall have been given as provided in Article
                                         3, or provision satisfactory to the Trustee shall have been made for giving such
                                         notice;



		(c)	Securities
                                         that have been defeased pursuant to Section 14.02 hereof; and



		(d)	Securities
                                         that have been paid pursuant to Section 2.09, or Securities in exchange for, in
                                         lieu of and in substitution for which other Securities shall have been authenticated
                                         and delivered pursuant to the terms of Section 2.07, unless proof satisfactory
                                         to the Trustee is presented that any such Securities are held by bona fide holders in
                                         due course.



“Periodic
Offering” shall mean an offering of Securities of a series, from time to time, the specific terms of which (including,
without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the
maturity date or dates thereof and the redemption provisions, if any, with respect thereto) are to be determined by the Company
upon the issuance of such Securities.


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


“Place
of Payment,” when used with respect to the Securities of any series, means the place or places where, subject to the
provisions of Section 4.02, the principal of (and premium, if any, on) and any interest on the Securities of that series
are payable as specified as contemplated by Section 2.03(b).


“Record
date” as used with respect to any interest payment date shall have the meaning specified in Section 2.05.


“Registered
Security” shall mean any Security established pursuant to Section 2.01 and Section 2.03(b) that is registered
on the Security Register of the Company.


“Responsible
Officer,” when used with respect to the Trustee, shall mean any officer within Corporate Trust Office of the Trustee
(or any successor group of the Trustee), including any Vice President, Assistant Vice President, Assistant Secretary or any other
officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and
also shall mean, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of such officer’s knowledge of and familiarity with the particular subject, and in each case, who has direct responsibility
for the administration of this Indenture.



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“Securities”
shall have the meaning set forth in the preamble of this Indenture.


“Securities
Act” shall mean the Securities Act of 1933, as amended.


“Security
Register” and “Security Registrar” shall have the respective meanings set forth in Section 2.07(a)
hereof.


“Senior
Indebtedness” means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing
on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for
post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and
all other amounts payable under or in respect of the following indebtedness of the Company, whether any such indebtedness exists
as of the date of the Indenture or is created, incurred or assumed after such date: (i) all obligations for borrowed money, (ii)
all obligations evidenced by debentures, Securities or other similar instruments, (iii) all obligations in respect of letters
of credit or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations
to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business,
(v) all indebtedness of others guaranteed by the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries
is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others)
and (vi) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property
owned by the Company but excluding any obligations of the Company which are required (as opposed to elected to be treated) as
capitalized leases under United States generally accepted accounting principles.


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.01 and 2.03.


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


“Trust
Indenture Act,” except as otherwise provided in this Indenture, shall mean the Trust Indenture Act of 1939, as amended,
as in force at the date of this Indenture as originally executed.


“Trustee”
shall mean the person identified as “Trustee” in the first paragraph hereof until the acceptance of appointment of
a successor trustee pursuant to the provisions of Article 7, and thereafter shall mean such successor trustee, 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.


“United
States Alien” shall mean any person who, for United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership to the extent
that one or more of its members is, for United States federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.



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“USA
PATRIOT Act” shall have the meaning set forth in Section 15.12 hereof.


“Vice
President” when used with respect to the Company or the Trustee shall mean any vice president, whether or not designated
by a number or word or words added before or after the title “vice president,” including any Executive or Senior Vice
President.


Article
2

ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


Section
2.01        Amount Unlimited;
Issuable in Series.


Upon
the execution of this Indenture, or from time to time thereafter, Securities up to the aggregate principal amount and containing
terms and conditions from time to time authorized by or pursuant to a Board Resolution, or in an indenture supplemental hereto
or Officer’s Certificate, as set forth in Section 2.03, may be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and make available for delivery the Securities to or upon Company
Order, without any further action by the Company but subject to the provisions of Section 2.03, or in an indenture supplemental
hereto or Officer’s Certificate, as set forth in Section 2.03.


The
Securities may be issued in one or more series. The aggregate principal amount of Securities of all series that may be authenticated
and delivered and outstanding under this Indenture is not limited hereunder. The Securities of a particular series may be issued
up to the aggregate principal amount of Securities for such series from time to time authorized by or pursuant to a Board Resolution.
Securities may differ between Series in respect of any matters; provided that all Series of Securities shall be equally and ratably
entitled to the benefits of this Indenture.


Section
2.02        Form of
Trustee’s Certificate of Authentication. 


The
form of the Trustee’s certificate of authentication to be borne by the Securities shall be in substantially the following
form:


Form
of Trustee’s Certificate of Authentication


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


	 	 	 
	Dated:	U.S. Bank National Association
	 	As Trustee
	 	 	 
	 	By: 	 
		 	Authorized
                                         Signatory





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Section
2.03        Form of
Securities Generally; Establishment of Terms of Series. 


(a)               
The Registered Securities, if any, of each series, the temporary global Securities of each series, if any, and the permanent
global Securities of each series, if any, shall be in the forms established from time to time in or pursuant to one or more Board
Resolutions (and, to the extent established pursuant to rather than set forth in one or more Board Resolutions, in an Officer’s
Certificate (to which shall be attached true and correct copies of the relevant Board Resolution(s)) detailing such establishment)
or established in an indenture supplemental hereto.


(b)              
The Securities may be issued in typewritten, printed or engraved form with such letters, numbers or other marks of identification
or designation (including CUSIP numbers, if then generally in use) and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange
on which the Securities may be listed, or to conform to usage.


(c)               
At or prior to the initial issuance of Securities of any series, the particular terms of Securities of such series shall
be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth
in one or more Board Resolutions, in an Officer’s Certificate (to which shall be attached true and correct copies of the
relevant Board Resolution(s)) detailing such establishment) or established in an indenture supplemental hereto, including the
following:


(1)              
the designation of the particular series (which shall distinguish such series from all other series);


(2)              
the aggregate principal amount of such series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of
the series pursuant to this Indenture and except for any Securities which, pursuant to Section 2.06, are deemed never to
have been authenticated and delivered hereunder);


(3)              
whether Securities of the series are to be issuable as Registered Securities, whether any Securities of the series are
to be issuable initially in temporary global form and, if so, the name of the Depositary with respect to any such temporary global
Security, and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial
owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in
the manner provided in Section 2.07 and the name of the Depositary with respect to any such permanent global Security;


(4)              
the date as of which any temporary Security in global form representing Outstanding Securities of such series shall be
dated, if other than the date of original issuance of the first Securities of the series to be issued;



    	7



    	 



    




(5)              
the person to whom any interest on any Registered Security of the series shall be payable, if other than the person in
whose name that Security (or one or more predecessor Securities) is registered at the close of business on the regular record
date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global Security on an
interest payment date will be paid if other than in the manner provided in Section 2.05 and the extent to which, or the
manner in which, any interest payable on a permanent global Security on an interest payment date will be paid;


(6)              
the date or dates on which the principal of the Securities of such series is payable;


(7)              
the rate or rates, and if applicable the method used to determine the rate, at which the Securities of such series shall
bear interest, if any, the date or dates from which such interest shall accrue, the date or dates on which such interest shall
be payable and the record date or dates for the interest payable on any Registered Securities on any interest payment date;


(8)              
the place or places at which, subject to the provisions of Section 4.02, the principal of (and premium, if any,
on) and any interest on Securities of such series shall be payable, any Registered Securities of the series may be surrendered
for registration of transfer, 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;


(9)              
the obligation, if any, of the Company to redeem or purchase Securities of such series, at the option of the Company or
at the option of a holder thereof, pursuant to any sinking fund or other redemption provisions and the period or periods within
which, the price or prices at which and the terms and conditions upon which Securities of the series may be so redeemed or purchased,
in whole or in part;


(10)          
if other than minimum denominations of $1,000 and any integral multiple thereof, the denominations in which any Registered
Securities of such series shall be issuable;


(11)          
if other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall
be payable upon declaration of acceleration of the maturity thereof;


(12)          
the currency, currencies or currency units in which payment of the principal of (and premium, if any, on) and any interest
on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding”
in Section 1.01;


(13)          
if the principal of (and premium, if any, on) or any interest on the Securities of the series are to be payable, at the
election of the Company or a holder thereof, in one or more currencies or currency units, other than that or those in which the
Securities are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any, on)
and any interest on Securities of such series as to which such election is made shall be payable, and the periods within which
and the terms and conditions upon which such election is to be made;



    	8



    	 



    




(14)          
if the amount of payments of principal of (and premium, if any, on) or any interest on the Securities of the series may
be determined with reference to an index, the manner in which such amounts shall be determined;


(15)          
 whether the Securities will be issued in book-entry only form;


(16)          
any interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such
series;


(17)          
if either or both of Section 14.02 and Section 14.03 do not apply to the Securities of the series;


(18)          
whether and under what circumstances the Company will pay Additional Amounts in respect of any series of Securities and
whether the Company has the option to redeem such Securities rather than pay such Additional Amounts;


(19)          
any provisions relating to the extension of maturity of, or the renewal of, Securities of such series, or the conversion
of Securities of such series into other securities of the Company;


(20)          
any provisions relating to the purchase or redemption of all or any portion of a tranche or series of Securities, including
the period of notice required to redeem those Securities;


(21)          
the terms and conditions, if any, pursuant to which the Securities of the series are secured;


(22)          
the subordination terms of the Securities of the series; and


(23)          
any other terms of the Securities or provisions relating to the payment of principal, premium (if any), or interest thereon,
including, but not limited to, whether such Securities are issuable at a discount or premium, as amortizable Securities, and if
payable in, convertible or exchangeable for commodities or for the securities of the Company or any third party.


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 the Board Resolution or Officer’s Certificate referred to above or as
set forth in an indenture supplemental hereto, and, unless otherwise provided, the authorized principal amount of any series may
be increased to provide for issuances of additional Securities of such series. If so provided by or pursuant to the Board Resolution
or Officer’s Certificate or supplemental indenture referred to above, the terms of such Securities to be issued from time
to time may be determined as set forth in such Board Resolution, Officer’s Certificate or supplemental indenture, as the
case may be. All Securities of any one series shall be substantially identical except as to denomination, interest rate, maturity
and other similar terms and except as may be provided otherwise by or pursuant to such Board Resolution, Officer’s Certificate
or supplemental indenture.



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Section
2.04        Securities
in Global Form. 


If
Securities of a series are issuable in global form, as contemplated by Section 2.03(b), then, notwithstanding clause (10)
of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of
the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that
it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount
of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests
in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global
form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented thereby shall be made by the
Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in
such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section
2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security
Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person
or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section
2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement
or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and
need not be accompanied by an Opinion of Counsel.


The
provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if
such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security
in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with
the written statement contemplated by the last sentence of Section 2.06.


Notwithstanding
the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal
of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.


Section
2.05        Denominations;
Record Date; Payment of Interest. 


(a)               
Unless otherwise provided as contemplated by Section 2.03(b) with respect to any series of Securities, any Registered
Securities of a series shall be issuable in minimum denominations of $1,000.


(b)              
The term “record date” as used with respect to an interest payment date for any series of a Registered
Security shall mean such day or days as shall be specified as contemplated by Section 2.03(b); provided, that in the absence
of any such provisions with respect to any series, such term shall mean (1) the last day of the calendar month next preceding
such interest payment date if such interest payment date is the 15th day of a calendar month; or (2) the 15th day of a calendar
month next preceding such interest payment date if such interest payment date is the first day of the calendar month.



    	10



    	 



    




Unless
otherwise provided as contemplated by Section 2.03 with respect to any series of Securities, the person in whose name any
Registered Security is registered at the close of business on the record date with respect to an interest payment date shall be
entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Security upon
any registration of transfer or exchange thereof subsequent to such record date prior to such interest payment date; provided,
that if and to the extent the Company shall default in the payment of the interest due on such interest payment date, such defaulted
interest shall be paid to the persons in whose names the Securities are registered on a subsequent record date established by
notice given to the extent and in the manner set forth in Section 15.04 by or on behalf of the Company to the holders of
Securities of the series in default not less than 15 days preceding such subsequent record date, such record date to be not less
than five days preceding the date of payment of such defaulted interest, or in any other lawful manner acceptable to the Trustee.


(c)               
Unless otherwise specified by Board Resolution or Company Order for a particular series of Securities, the principal of,
redemption premium, if any, on and interest, if any, on the Securities of any series shall be payable at the office or agency
of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series, in Dollars; provided, that, at
the option of the Company, payment of interest with respect to a Registered Security may be paid by check mailed to the holders
of the Registered Securities entitled thereto at their last addresses as they appear on the Security Register or wired if held
in book-entry form at the Depositary.


Section
2.06        Execution,
Authentication, Delivery and Dating of Securities. 


The
Securities shall be signed on behalf of the Company by its Chief Executive Officer, its President or one of its Vice Presidents.
Such signatures may be the manual, electronic or facsimile signatures of such then current officers.


Any
Security may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall
be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer.
Securities bearing the manual, electronic or facsimile signatures of individuals who were, at the actual date of the execution
of such Security, the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Securities, as the case may be, or did not hold
such offices at the date of such Securities.


Upon
the execution and delivery of this Indenture, the Company shall deliver to the Trustee an Officer’s Certificate as to the
incumbency and specimen signatures of officers authorized to execute and deliver the Securities and give instructions under this
Section and, as long as Securities are Outstanding under this Indenture, such incumbency certificate shall be amended and replaced
whenever an officer is to be added or deleted from the listing. The Trustee may conclusively rely on the documents delivered pursuant
to this Section (unless revoked by superseding comparable documents) and Section 2.03 hereof as to the authorization of
the Board of Directors of any Securities delivered hereunder, and the form and terms thereof, and as to the authority of the instructing
officers referred to in this Section so to act.



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The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in an unlimited aggregate principal
amount upon receipt by the Trustee of a Company Order; provided, that with respect to Securities of a series subject to a Periodic
Offering, (a) such Company Order may be delivered to the Trustee prior to the delivery to the Trustee of such Securities for authentication
and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a
Company Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities
of such series shall be determined by Company Order or pursuant to such procedures, and (d) if provided for in such procedures,
such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing.


Prior
to the issuance of a Security of any new series, and the authentication thereof by the Trustee, the Trustee shall have received
and (subject to Section 7.02) shall be fully protected in relying on:


(a)               
The Board Resolution or Officer’s Certificate or indenture supplemental hereto establishing the terms and the form
of the Securities of that series pursuant to Section 2.01 and Section 2.03;


(b)              
An Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance,
authentication and delivery of Securities in such form have been complied with;


(c)               
An Opinion of Counsel stating that the form and terms of such Securities have been established in conformity with the provisions
of this Indenture; provided, that with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such
series.


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 form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon
the Opinion of Counsel and other documents delivered pursuant to this Section in connection with the first authentication of Securities
of such series unless and until such Opinion of Counsel or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume
that the Company’s instructions to authenticate and deliver such Securities do not violate any rules, regulations or orders
of any governmental agency or commission having jurisdiction over the Company.


Each
Registered Security shall be dated the date of its authentication except as otherwise provided by Board Resolution or Officer’s
Certificate or indenture supplemental hereto.


The
aggregate principal amount of Securities of any series outstanding at any time may not exceed any limit upon the maximum principal
amount for such series set forth in or pursuant to the Board Resolution or Officer’s Certificate or indenture supplemental
hereto delivered pursuant to Section 2.03, except as provided in Section 2.08.



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No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security, a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.10 together with a written statement stating that such Security has never been issued
and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture.


Section
2.07        Exchange
and Registration of Transfer of Securities. 


(a)               
The Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section
4.02 (as such, a “Security Registrar”), registry books (the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall register Registered Securities and shall
register the transfer of Registered Securities of each such series as provided in this Article 2. Such Security Register
shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable
times such Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of
any Registered Security of a particular series at such office or agency maintained pursuant to Section 4.02 for such purpose
in a Place of Payment, the Company shall execute and register and the Trustee shall authenticate and make available for delivery
in the name of the transferee or transferees a new Registered Security or Registered Securities of such series of any authorized
denominations and for an equal aggregate principal amount and tenor.


(b)              
At the option of the holder, Registered Securities of any series may be exchanged for other Registered Securities of the
same series of any authorized denominations and of an equal aggregate principal amount and tenor. Registered Securities to be
exchanged shall be surrendered at any such office or agency maintained pursuant to Section 4.02 for such purpose in a Place
of Payment, and the Company shall execute and register and the Trustee shall authenticate and make available for delivery in exchange
therefor the Security or Securities that the securityholder making the exchange shall be entitled to receive.


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


All
Registered Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall
(if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the holder thereof or
his attorney duly authorized in writing.


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



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The
Company shall not be required (1) to exchange or register the transfer of Securities of any series to be redeemed for a period
of 15 days next preceding any selection of such Securities to be redeemed, or (2) to exchange or register the transfer of any
Registered Security so selected, called or being called for redemption, except in the case of any such series to be redeemed in
part the portion thereof not to be so redeemed.


(d)              
Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 2.03(b), any permanent global
Security shall be exchangeable pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests
in a permanent global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as contemplated by Section 2.03(b), then without unnecessary
delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver
to the Trustee or the Security Registrar definitive Securities of that series in aggregate principal amount equal to the principal
amount of such permanent global Security executed by the Company. On or after the earliest date on which such interests may be
so exchanged, in accordance with instructions given by the Company to the Trustee or the Security Registrar and the Depositary
(which instructions shall be in writing), such permanent global Security shall be surrendered from time to time by the Depositary
or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s
agent for such purpose, or to the Security Registrar, to be exchanged, in whole or in part, for definitive Securities of the same
series without charge and the Trustee shall authenticate and make available for delivery in accordance with such instructions,
in exchange for each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged
which shall be in the form of Registered Securities; provided, that no such exchanges may occur for a period of 15 days next preceding
any selection of Securities of that series and of like tenor for redemption. Promptly following any such exchange in part, such
permanent global Security should be returned by the Trustee or the Security Registrar to the Depositary or such other depositary
referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in
exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange
occurs on (i) any record date and before the opening of business at such office or agency on the relevant interest payment date,
or (ii) any special record date and before the opening of business at such office or agency on the related proposed date for payment
of defaulted interest as provided in Section 2.05, interest or defaulted interest, as the case may be, will not be payable
on such interest payment date or proposed date for payment, as the case may be, in respect of such Registered Security, but will
be payable on such interest payment date or proposed date for payment, as the case may be, only to the person to whom interest
in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.


(e)               
Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Security Registrar shall be responsible
for ascertaining whether any transfer complies with the restrictions set forth in this Indenture, the registration provisions
of or exemptions from the Securities Act or applicable state securities laws. Further, the Trustee will not have any responsibility
for any actions taken or not taken by the Depositary.



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Section
2.08        Temporary
Securities. 


Pending
the preparation of definitive Securities of any series, the Company may execute and the Trustee shall, upon Company Order, authenticate
and make available for delivery, temporary Securities of such series (typewritten, printed, lithographed or otherwise produced).
Such temporary Securities, in any authorized denominations, shall be substantially in the form of the definitive Securities in
lieu of which they are issued, in registered form, in the form approved from time to time by or pursuant to a Board Resolution
but with such omissions, insertions, substitutions and other variations as may be appropriate for temporary Securities, all as
may be determined by the Company, but not inconsistent with the terms of this Indenture or any provision of applicable law.


Except
in the case of temporary Securities in global form (which shall be exchanged as hereinafter provided), if temporary Securities
of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the
Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of exchanges of Securities
of such series, without charge to the holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor of authorized denominations.


Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary
global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities
of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the Depositary to
the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time
to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available
for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to
be exchanged.


Every
temporary Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities.


Section
2.09        Mutilated,
Destroyed, Lost or Stolen Securities. 


If
any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make available
for delivery in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.



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If
there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of
any Security and (b) such security or indemnity as may be required by them to save each of them and any agent of either 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, subject to the following paragraph, execute and the Trustee shall authenticate and make available for delivery,
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.


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


 


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


Section
2.10        Cancellation.



All
Securities surrendered for payment, redemption, exchange or registration of transfer or for credit against any sinking fund payment,
as the case may be, shall, if surrendered to the Company or any agent of the Company or of the Trustee, be delivered to the Trustee.
All Registered Securities so delivered shall be promptly cancelled by the Trustee, upon written request of the Company. The Company
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 (or to any other person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section except as expressly provided by this Indenture. Any cancelled Securities held
by the Trustee shall be disposed in accordance with its then customary procedures and, upon written request of the Company, the
Trustee shall deliver to the Company a certificate of such disposal. The acquisition of any Securities by the Company shall not
operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered
to the Trustee for cancellation.



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Section
2.11        Book-Entry
Only System. 


If
specified by the Company pursuant to Section 2.03(b) with respect to Securities represented by a Security in global form,
a series of Securities may be issued initially in book-entry only form and, if issued in such form, shall be represented by one
or more Securities in global form registered in the name of the Depositary or other depositary designated with respect thereto.
So long as such system of registration is in effect, (a) Securities of such series so issued in book-entry only form will not
be issuable in the form of or exchangeable for Securities in certificated or definitive registered form, (b) the records of the
Depositary or such other depositary will be determinative for all purposes and (c) neither the Company, the Trustee nor any paying
agent, Security Registrar or transfer agent for such Securities will have any responsibility or liability for (i) any aspect of
the records relating to or payments made on account of owners of beneficial interests in the Securities of such series, (ii) maintaining,
supervising or reviewing any records relating to such beneficial interests, (iii) receipt of notices, voting and requesting or
directing the Trustee to take, or not to take, or consenting to, certain actions hereunder, or (iv) the records and procedures
of the Depositary, or such other depositary, as the case may be.


Members
of, or participants in, the Depositary shall have no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes
whatsoever.


Article
3

REDEMPTION OF SECURITIES


Section
3.01        Redemption
of Securities, Applicability of Section. 


Redemption
of Securities of any series as permitted or required by the terms thereof shall be made in accordance with the terms of such Securities
as specified pursuant to Section 2.03 hereof and this Article; provided, however, that if any provision of any series of
Securities shall conflict with any provision of this Section, the provision of such series of Securities shall govern.


Section
3.02        Notice of
Redemption, Selection of Securities. 


In
case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of a series of Securities pursuant
to Section 3.01, it shall fix a date for redemption. Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company, or, at the Company’s written request, by the Trustee in the name and at the
expense of the Company. The Company or the Trustee, as the case may be, shall give notice of such redemption, in the manner and
to the extent set forth in Section 15.04, on that date prior to the date fixed for a redemption to the holders of such
Securities so to be redeemed, as a whole or in part, (a) as set forth in Board Resolutions, as described in Section 2.03,
or (b) as determined by the Chief Executive Officer, the Chief Financial Officer, the President, the Treasurer, any Executive
Vice President, the Secretary and each officer of the Company designated by any of the foregoing officers (each, an “Authorized
Officer”) and evidenced by the preparation of an offering document or an Officer’s Certificate specifying the
period of notice of such redemption. If the Board Resolutions or an Authorized Officer do not specify a longer period of notice
of such redemption, the Company or, at the written request of the Company, the Trustee, shall give notice of such redemption,
in the manner and to the extent set forth in Section 15.04, at least ten Business Days and not more than 60 calendar days
prior to the date fixed for a redemption to the holders of such Securities so to be redeemed as a whole or in part. Notice given
in such manner shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any
case, failure to give such notice or any defect in the notice to the holder of any such Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Security. If the Company
requests the Trustee to give any notice of redemption, it shall make such request in writing in an Officer’s Certificate
delivered to the Trustee at least ten days prior to the designated date for delivering such notice, unless a shorter period is
satisfactory to the Trustee.



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Each
such notice of redemption shall specify the date fixed for redemption, the redemption price at which such Securities are to be
redeemed, the CUSIP numbers of such Securities, the Place of Payment where such Securities maturing after the date of redemption,
are to be surrendered for payment of the redemption prices, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid as specified in the notice, and that on and after
the date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all of a series is to be
redeemed, the notice of redemption shall specify the numbers of the Securities to be redeemed. In case any Security 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, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed
portion thereof will be issued.


On
or before the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit
in trust with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all
the Securities or portions of Securities so called for redemption at the appropriate redemption price, together with accrued interest,
if any, to the date fixed for redemption. If less than all of a series of Securities is to be redeemed, the Company will give
the Trustee adequate written notice at least 45 days in advance (unless a shorter notice shall be satisfactory to the Trustee)
as to the aggregate principal amount of Securities to be redeemed.


If
less than all the Securities of a series are to be redeemed, the Trustee shall select, by lot or in such other manner is it shall
deem appropriate and fair, not more than 60 days prior to the date of redemption, the numbers of such Securities Outstanding not
previously called for redemption, to be redeemed in whole or in part. The portion of principal of Securities so selected for partial
redemption shall be equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof.
The Trustee shall promptly notify the Company of the Securities to be redeemed. If, however, less than all the Securities of a
series having differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion
shall select the particular Securities of such series to be redeemed and shall notify the Trustee in writing at least 45 days
prior to the relevant redemption date.


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 with respect to which such notice
has been given shall become due and payable on the date and at the place stated in such notice at the applicable redemption price,
together with any interest accrued to the date fixed for redemption, and on and after that date (unless the Company shall default
in the payment of such Securities at the redemption price, together with interest accrued to that date) interest on such Securities
or portions of Securities so called for redemption shall cease to accrue. On presentation and surrender of such Securities subject
to redemption at the Place of Payment and in the manner specified in such notice, such 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 unless otherwise specified as contemplated by Section 2.03, installments of interest
on Registered Securities whose stated maturity date is on or prior to the date of redemption shall be payable to the holders of
such Registered Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant
record dates according to their terms and the provisions of Section 2.05.



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At
the option of the Company, payment with respect to Registered Securities may be made by check to the holders of such Securities
or other persons entitled thereto against presentation and surrender of such Securities.


Any
Security that is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the holder thereof or such holder’s attorney duly authorized in writing), and upon such presentation,
the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense
of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal
to the unredeemed portion of the principal of the Security so presented. If a temporary global Security or permanent global Security
is so surrendered, such new Security so issued shall be a new temporary global Security or permanent global Security, respectively.


Section
3.04        Redemption
Suspended During Event of Default. 


The
Trustee shall not redeem any Securities (unless all Securities then outstanding are to be redeemed) or commence the giving of
any notice of redemption of Securities during the continuance of any Event of Default of which a Responsible Officer of the Trustee
has actual knowledge or has received written notice thereof, except that where the giving of notice of redemption of any Securities
shall theretofore have been made, the Trustee shall redeem such Securities, provided funds are deposited with it for such purpose.
Except as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the continuance of such Event
of Default, be held in trust for the benefit of the securityholders and applied in the manner set forth in Section 6.06;
provided, that in case such Event of Default shall have been waived as provided herein or otherwise cured, such moneys shall thereafter
be held and applied in accordance with the provisions of this Article.



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Article
4

PARTICULAR COVENANTS OF THE COMPANY


Section
4.01        Payment
of Principal, Premium and Interest. 


The
Company will duly and punctually pay or cause to be paid the principal of (and premium, if any, on) and any interest on each of
the Securities of a series at the place, at the respective times and in the manner provided in the terms of the Securities and
this Indenture.


Section
4.02        Offices
for Notices and Payments. 


If
Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for such
series an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served.


The
Company will give to the Trustee notice of the location of each such office or agency and of any change in the location thereof.
In case the Company shall fail to maintain any such office or agency as required, or shall fail to give such notice of the location
or of any change in the location thereof, presentations and surrenders of Securities of that series may be made and notices and
demands may be served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive
such respective presentations, surrenders, notices and demands.


 


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


The
Company hereby initially designates the principal Corporate Trust Office of the Trustee as the office of the Company where Registered
Securities may be presented for payment, for registration of transfer and for exchange as in this Indenture provided and where
notices and demands to or upon the Company in respect of the Securities or of this Indenture may be served; provided, however,
that the Trustee shall not be deemed an agent of the Company for service of legal process.


Section
4.03        Provisions
as to Paying Agent. 


(a)               
Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series,
it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:


(1)              
that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest
on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities
of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise
disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;



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


(3)              
that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent.


(b)              
If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium,
if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons
entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums
shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any
failure to take such action.


(c)               
Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior
to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent
a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.


(d)              
Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required
by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent
to the Trustee, such paying agent shall be released from all further liability with respect to such money.


(e)               
(e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section
is subject to the provisions of Section 12.03 and Section 12.04.



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Section
4.04        Statement
as to Compliance. 


The Company
will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, commencing with the fiscal year
ending in the year during which the first series of Securities is issued hereunder (but in no event more than one year from the
issuance of the first series hereunder), an Officer’s Certificate signed by the Chief Executive Officer, President or other
principal executive officer or by the Chief Financial Officer or other principal financial officer or principal accounting officer,
Assistant Secretary, Treasurer or Controller of the Company, stating, as to each signer thereof, that:


(a)               
a review of the activities of the Company during such year and of performance under this Indenture has been made under
his supervision; and


(b)              
to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture
throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default
known to him and the nature and status thereof.


Section
4.05        Corporate
Existence. 


Subject
to the provisions of Article 11, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and franchises and the corporate existence and rights
(charter and statutory) and franchises of its Subsidiaries; provided, that the Company shall not be required to, or to cause any
Subsidiary to, preserve any right or franchise or to keep in full force and effect the corporate existence of any Subsidiary if
the Company shall determine that the keeping in existence or preservation thereof is no longer desirable in or consistent with
the conduct of the business of the Company.


Section
4.06        Reserved.



Section
4.07        Waiver of
Covenants. 


The
Company may omit in any particular instance to comply with any covenant or condition set forth herein if before or after the time
for such compliance the holders of a majority in principal amount of the Securities of all series affected thereby then Outstanding
shall either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such
waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company in respect of any such covenant or condition shall remain in full force and effect.


Article
5

SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


Section
5.01        Securityholder
Lists. 


The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee (1) semiannually, within 15 days before
each record date when any Securities of a series are Outstanding, a list, in such form as the Trustee may reasonably require,
of all information in the possession or control of the Company as to the names and addresses of the holders of such Registered
Securities as of such date, and (2) at such other times as the Trustee may request in writing, within 10 days after receipt by
the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession
or control of the Company as to the names and addresses of the holders of Registered Securities of a particular series specified
by the Trustee as of a date not more than 15 days prior to the time such information is furnished; provided, that if and so long
as the Trustee shall be the Security Registrar with respect to such series, such list shall not be required to be furnished.



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Section
5.02        Preservation
and Disclosure of Lists. 


(a)               
The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses
of the holders of each series of Securities contained in the most recent list furnished to it as provided in Section 5.01
or received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 5.01 upon receipt of a new list so furnished.


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


Section
5.03        Reports
by the Company. 


(a)               
The Company covenants so long as Securities are Outstanding, the Company shall file with the Trustee and the Commission,
and transmit to holders, copies of such information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided, that with respect
to any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act, the Company intends to file such information, documents or reports with the Commission in electronic
form in accordance with Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and
Retrieval system. Compliance with the foregoing, or any successor electronic system approved by the Commission, will constitute
delivery by the Company of such reports to the Trustee and holders in compliance with the Trust Indenture Act.


(b)              
Notwithstanding anything to the contrary herein, the Trustee will have no duty to search for or obtain any electronic or
other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise.
Delivery of the reports, information and documents to the Trustee in accordance with this Section 5.03 will be solely for
the purposes of compliance with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports,
information and documents (whether or not filed in electronic form) is for informational purposes only and the Trustee’s
receipt of such will not constitute actual or constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, content
or timelines of any report hereunder aside from any report transmitted under this Indenture.


Section
5.04        Reports
by the Trustee. 


(a)               
Within 60 days after March 15 of each year commencing with the first March 15 following the first issuance of Securities
pursuant to Section 2.01, so long as any Securities are outstanding hereunder and if there has been any change in the following,
the Trustee shall transmit by mail, first-class postage prepaid, to the securityholders, as their names appear upon the Security
Register, a brief report dated as of such March 15 with respect to any of the events specified in Section 313(a) and Section
313(b)(2) of the Trust Indenture Act that may have occurred since the later of the immediately preceding March 15 and the
date of this Indenture.



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(b)              
The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified
therein.


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


(d)              
Reports under this Section will be transmitted in the manner and to the Persons required by Section 313(c) and Section
313(d) of the Trust Indenture Act. The Company agrees to notify the Trustee when any Securities become listed on any stock
exchange.


Article
6

REMEDIES


Section
6.01        Events of
Default; Acceleration of Maturity. 


In
case one or more of the following Events of Default with respect to a particular series shall have occurred and be continuing:


(a)               
default in (i) the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when
the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise or (ii) any payment required
by any sinking or analogous fund established with respect to that series;


(b)              
default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall
become due and payable, and continuance of such default for a period of 90 days;


(c)               
failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the
Company contained in the Securities or in this Indenture for a period of 90 days after the date on which written notice of such
failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and
the Trustee by the holders of at least 25% in aggregate principal amount of the Securities of that series at the time Outstanding;


(d)              
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Material
Subsidiary 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 any Material
Subsidiary or for any substantial part of their respective 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;



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


(f)               
any other Event of Default provided with respect to Securities of that series; then, if an Event of Default described in
clause (a), (b), (c), or (f) shall have occurred and be continuing, and in each and every such case, unless the principal amount
of all the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by securityholders) may declare the principal amount of all the Securities (or, with respect
to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities) of that series
to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding; or, if an Event of Default
described in clause (d) or (e) shall have occurred and be continuing, and in each and every such case, unless the principal of
all the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than
25% in aggregate principal amount of all the Securities of that series then Outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by securityholders), may declare the principal of all the Securities (or, with respect to
Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities) to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture
or in the Securities contained to the contrary notwithstanding.


Section
6.02        Rescission
and Annulment 


The
provisions in Section 6.01 are subject to the condition that if, at any time after the principal of the Securities of any
one or more of all series, as the case may be, shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series or
of all the Securities, as the case may be, and the principal of (and premium, if any, on) all Securities of such series or of
all the Securities, as the case may be (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified
in the terms of such Securities), which shall have become due otherwise than by acceleration (with interest upon such principal
and premium, if any) and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments
of interest, at the same rate as the rate of interest specified in the Securities of such series or all Securities, as the case
may be (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest
on overdue principal thereof upon maturity, redemption or acceleration of such series, as the case may be), to the date of such
payment or deposit, and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its
gross negligence or willful misconduct, and any and all defaults under the Indenture, other than the non-payment of the principal
of Securities that has become due by acceleration, shall have been remedied; then and in every such case the holders of a majority
in aggregate principal amount of the Securities of such series (or of all the Securities, as the case may be) then Outstanding,
by written notice to the Company and to the Trustee, may waive all defaults with respect to that series or with respect to all
Securities, as the case may be in such case, treated as a single class and rescind and annul such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.



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


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


The
Company covenants that if


(a)               
default is made in the payment of any installment of interest on any Security when such interest becomes due and payable
and such default continues for a period of 90 days, or


(b)              
default is made in the payment of the principal or premium, if any, of any Security at the maturity thereof, including
any maturity occurring by reason of a call for redemption or otherwise, the Company will, upon demand of the Trustee, pay to it,
for the benefit of the holders of such Securities, the whole amount that shall have become due and payable on such Securities
for principal or premium, if any, and interest, with interest upon the overdue principal and, to the extent that payment of such
interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by such Securities; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceedings to judgment
or final decree, and may enforce the same against the Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.


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



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Section
6.04        Trustee
May File Proofs of Claim. 


In
the case of the pendency of a receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or
such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


(a)               
to file and prove a claim for the whole amount of principal and premium, if any, and any interest owing and unpaid in respect
of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the holders of Securities allowed in such judicial proceeding; and


(b)              
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any receiver, assignee, trustee, liquidator or sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each holder of Securities 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 of Securities, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.06. To the extent that such payment of reasonable compensation, expenses, disbursements, advances and other
amounts out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the holders of
the Securities may be entitled to receive in such proceedings, whether in liquidation or under any plan or reorganization or arrangements
or otherwise.


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of the holder
of a Security 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 of a Security in any such proceeding.


Section
6.05        Trustee
May Enforce Claims Without Possession of Securities. 


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



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Section
6.06        Application
of Money Collected. 


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


FIRST:
To the payment of all amounts due the Trustee under Section 7.06 or 14.05;


SECOND:
To the payment of all Senior Indebtedness of the Company if and to the extent required by Article 16;


 


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


FOURTH:
To the Company or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same.


Section
6.07        Limitation
on Suits. 


No
holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


(1)              
such holder has previously given written notice to the Trustee of a continuing Event of Default;


(2)              
the holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


(3)              
such holder or holders have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;


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


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



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Section
6.08        Unconditional
Right of Securityholders to Receive Principal and Interest. 


Notwithstanding
any other provision in this Indenture, the holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section 2.05 and Section 3.02) any interest
on such Security on the respective stated maturities expressed in such Security (or, in the case of redemption, on the redemption
date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent
of such holder.


Section
6.09        Restoration
of Rights and Remedies. 


If
the Trustee or any holder of a Security 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 the Company, the Trustee and the holders of Securities shall, subject to any determination
in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the holders shall continue as though no such proceeding has been instituted.


Section
6.10        Rights and
Remedies Cumulative. 


Except
as provided in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to the holders of Securities
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


Section
6.11        Delay or
Omission Not Waiver. 


No
delay or omission of the Trustee or of any holder of any Security to exercise any right or remedy accruing upon any Default shall
impair any such right or remedy or constitute a waiver of any such Default or any acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the holders of Securities may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the holders of Securities, as the case may be.


Section
6.12        Control
by Securityholders. 


The
holders of a majority in principal amount of Outstanding Securities of each series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee, provided that


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


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


(3)              
the Trustee need not take any action which it in good faith determines might involve it in personal liability or be unjustly
prejudicial to the securityholders not consenting (provided, however, that the Trustee shall not have an affirmative obligation
to determine whether such action is unduly prejudicial to the securityholders not consenting).



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Upon
receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a temporary
global Security or a permanent global Security, the Trustee shall establish a record date for determining holders of Outstanding
Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the
Trustee receives such direction. The holders on such record date, or their duly designated proxies, and only such persons, shall
be entitled to join in such direction, whether or not such holders remain holders after such record date, provided that, unless
such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction
shall automatically and without further action by any holder be cancelled and of no further effect. Nothing in this paragraph
shall prevent a holder, or a proxy of a holder, from giving, after expiration of such 90-day period, a new direction identical
to a direction which has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date shall
be established pursuant to the provisions of this Section 6.12.


Section
6.13        Waiver of
Past Defaults. 


The
holders of a majority in principal amount of the Securities of each series at the time Outstanding may, on behalf of the holders
of all the Securities of that series, waive any past default hereunder and its consequences, except a default:


(a)               
in the payment of the principal of, premium, if any, or any interest on any Security; or


(b)              
in respect of a covenant or provision hereof that pursuant to Article 10 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 Default or Event of Default 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 impair
any right consequent thereon.


Section
6.14        Undertaking
for Costs. 


All
parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any holder, or group of holders, holding in the aggregate more than 10% in principal amount
of the Outstanding Securities of any series, or to any suit instituted by any holder of any Securities for the enforcement of
the payment of the principal of, premium, if any, or any interest on any Security on or after the respective stated maturities
expressed in such Security (or, in the case of redemption, on or after the redemption date, except, in the case of a partial redemption,
with respect to the portion not so redeemed).



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Section
6.15        Waiver of
Stay or Extension Laws. 


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


Article
7

CONCERNING THE TRUSTEE


Section
7.01        Duties and
Responsibilities of Trustee. 


(a)               
The Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of
Default of such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series
as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against
the Trustee. In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture without independent verification, investigation or inquiry of any kind; but in
the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements
of this Indenture.


(b)              
In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall
exercise with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.


(c)               
Whether or not therein expressly so provided, every provision hereof that in any way relates to the Trustee is subject
to paragraphs (a) and (b) of this Section 7.01 and to Section 7.02.


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


(e)               
The Trustee will 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.



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Section
7.02        Reliance
on Documents, Opinions, etc. 


Subject
to Section 315(a) through Section 315(d) of the Trust Indenture Act:


(a)               
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, judgement, bond, debenture, note, coupon or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties not only as the due execution,
validity and effectiveness, but also as to the truth and accuracy of any information contained herein. The Trustee need not investigate
any fact or matter stated in the document;


(b)              
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order (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 any Assistant Secretary of the Company; and whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate and/or Opinion of Counsel;


(c)               
before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel. the Trustee may consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon. The Trustee may act through its attorneys and agents and will not be responsible
for the misconduct or negligence of any agent appointed with due care;


(d)              
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 of any Securities pursuant to the provisions of this Indenture, unless such
holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities
which might be incurred therein or thereby;


(e)               
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper
or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or attorney;


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



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


(h)              
in no event will the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss
or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of action;


(i)                
the Trustee shall have no duty to monitor or confirm compliance by the Company with the terms of this Indenture or any
Security;


(j)                
the Trustee shall not be bound to make any investigation into (i) the performance of or compliance with any of the covenants
or agreements set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness
of this Indenture or any other agreement, instrument or document;


(k)              
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified for all costs (including those of its retained professionals), are extended to, and will be enforceable by,
the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed or appointed to act hereunder;


(l)                
in no event will 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 reasonable control, including, without limitation, strikes,
pandemics, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, sabotage, epidemics, riots, nuclear
or natural catastrophes, earthquakes, fires, floods, or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services, labor disputes, acts of civil or military authorities and governmental actions, or
the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that
the Trustee will use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances;


(m)            
the Trustee shall not be required to give any bond or surety in respect of the performance of its powers hereunder;


(n)              
the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture;


(o)              
the Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder
nor for any information used in connection with such calculation; and


(p)              
the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.



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Section
7.03        No Responsibility
for Recitals, etc. 


The
recitals contained herein and in the Securities, other than the Trustee’s certificate of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the Securities, provided that the Trustee shall not
be relieved of its duty to authenticate Securities only as authorized by this Indenture. The Trustee shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof. The Trustee will not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the Securities, it will not be accountable for the Company’s
use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision
hereof, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or any statement in the Securities or any other document in
connection with the sale of the Securities or under this Indenture other than its certificate of authentication.


Section
7.04        Ownership
of Securities. 


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


Section
7.05        Moneys to
be Held in Trust. 


Subject
to the provisions of Section 12.04 hereof, all moneys received by the Trustee or any paying agent shall, until used or
applied as herein provided, be held un-invested in trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for
interest on any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon.


Section
7.06        Compensation
and Expenses of Trustee. 


The
Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation
for all services rendered by it hereunder as agreed in writing between the Company and the Trustee (which to the extent permitted
by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except
as otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. If any property
other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such
lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging
tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify, defend, protect and hold each
of the Trustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and other
experts employed by it in the exercise and performance of its powers and duties as Trustee harmless from and against, any and
all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes
based upon, measured or determined by, the income of the Trustee)) arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company,
a Holder or any other person or liability in connection with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct, as
determined by a final, non-appealable judgment of a court of competent jurisdiction, and the fees and disbursements of the Trustee’s
agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or determined by
the income of the Trustee). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the
claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not
be unreasonably withheld. The obligations of the Company under this Section shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification
shall apply to officers, directors, employees, shareholders and agents of the Trustee.



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To
secure the Company’s obligations under this Section, the Trustee shall have a senior claim to which the Securities are hereby
made subordinate on all money or property held or collected by the Trustee, except that held in trust to pay principal of (and
premium, if any) and interest, if any, on particular Securities.


When
the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services
are intended to constitute expenses of administration under any bankruptcy law.


The
provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture. “Trustee”
for purposes of this Section 7.06 will include any predecessor Trustee, but the negligence or bad faith of any Trustee will not
affect the rights of any other Trustee under this Section 7.06. The provisions of this Section 7.06 will, to the extent permitted
by law, survive any termination of this Indenture (including, without limitation, termination in accordance with any bankruptcy
laws) and the resignation or removal of the Trustee.


Section
7.07        Officer’s
Certificate or Opinion of Counsel as Evidence. 


Subject
to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence
or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate
or Opinion of Counsel delivered to the Trustee, and such certificate or opinion, in the absence of gross 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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Section
7.08        Disqualifications;
Conflicting Interest of Trustee. 


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


Section
7.09        Eligibility
of Trustee. 


There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United
States or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers, (b) is subject to supervision or examination by federal, state, territorial or District of Columbia authority,
(c) shall have at all times a combined capital and surplus of not less than $50,000,000 and (d) shall not be the Company or any
person directly or indirectly controlling, controlled by, or under common control with the Company. If such corporation publishes
reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such corporation at any time shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.


Section
7.10        Resignation
or Removal of Trustee. 


(a)               
The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all
series by giving written notice of resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to the applicable series by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee.
If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee
at the expense of the Company. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint
a successor trustee.


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


(1)              
the Trustee shall fail to comply with Section 7.08 with respect to any series of Securities after written request
therefor by the Company or by any securityholder who has been a bona fide holder of a Security or Securities of such series for
at least six months, or


(2)              
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series
of Securities and shall fail to resign after written request therefor by the Company or by any such securityholder, or



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(3)              
the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such
case, the Company may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee with
respect to such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section
6.14, any securityholder of such series who has been a bona fide holder of a Security or Securities of the applicable series
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


(c)               
Upon 30 days’ prior written notice, the holders of a majority in aggregate principal amount of the Securities of
all series (voting as one class) at the time Outstanding may at any time remove the Trustee with respect to Securities of all
series and appoint a successor trustee with respect to the Securities of all series.


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


Section
7.11        Acceptance
by Successor Trustee. 


Any
successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its
predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor
trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of
the Company or of the successor trustee, the predecessor trustee shall, upon payment of any amounts then due it pursuant to the
provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and
powers of the predecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all instruments
in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any
trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.06.



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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 predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute
and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series
as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such trustee and that no trustee will be responsible for
any notice given to, or received by, or any act or failure to act on the part of any other trustee hereunder, and, upon the execution
and delivery of such supplemental indenture, the resignation or removal of the retiring trustee will become effective to the extent
provided therein, such retiring trustee will have no further responsibility for the exercise of rights and powers or for the performance
of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities other than as hereinafter
expressly set forth, and such successor trustee, without any further act, deed or conveyance, will become vested with all the
rights, powers, trusts and duties of the retiring trustee with respect to the Securities; but, on request of the Company or such
successor trustee, such retiring trustee, upon payment of its charges with respect to the Securities and subject to Section 12.02
will duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the
property and money held by such retiring trustee hereunder with respect to the Securities, subject to its claim, if any, provided
for in Section 7.06.


No
successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee
shall be qualified and eligible under the provisions of this Article 7.


Upon
acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession
of such trustee hereunder to all holders of Securities of any applicable series as the names and addresses of such holders shall
appear on the registry books. If the Company fails to mail such notice in the prescribed manner within ten days after the acceptance
of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.


Section
7.12        Successor
by Merger, etc. 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be qualified and eligible under the provisions of this Article 7, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


Section
7.13        Limitations
on Rights of Trustee as Creditor. 


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



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Section
7.14        Notice of
Default. 


Within
90 days after the occurrence of any default on a series of Securities hereunder of which a Responsible Officer of the Trustee
has received notice or is deemed to have notice in accordance with this Section 7.14, the Trustee shall transmit to all
securityholders of that series, in the manner and to the extent provided in Section 15.04, notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, that except
in the case of a default in the payment of the principal of or interest on any Security or on the payment of any sinking or purchase
fund installment, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee
in good faith determine that the withholding of such notice is in the interests of the securityholders; and provided, further,
that in the case of any default of the character specified in clause (c) of Section 6.01 no such notice to securityholders
shall be given until at least 30 days after the occurrence thereof. The Trustee will not be required to take notice or be deemed
to have notice of any default or Event of Default, except failure by the Company to pay or cause to be made any of the payments
required to be made to the Trustee, unless a Responsible Officer shall receive written notice of such default or Event of Default
from the Company or by the holders of at least 25% in aggregate principal amount of the then Outstanding Securities delivered
to the Corporate Trust Office of the Trustee and such notice states that it is a notice of a default or Event of Default with
respect to the Securities and this Indenture, and in the absence of such notice so delivered the Trustee may conclusively assume
no default or Event of Default exists. For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


Section
7.15        Appointment
of Authenticating Agent. 


The
Trustee may appoint an authenticating agent or agents (which may be an affiliate or affiliates of the Company) with respect to
one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section
2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an authenticating agent and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State
or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers
or to otherwise act as authenticating agent, (b) is subject to supervision or examination by federal, state, territorial or District
of Columbia authority, and (c) shall have at all times a combined capital and surplus of not less than $50,000,000. If such authenticating
agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such authenticating agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an authenticating
agent shall cease to be eligible in accordance with the provisions of this Section, such authenticating agent shall resign immediately
in the manner and with the effect specified in this Section.



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Any
corporation into which an authenticating agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such authenticating agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of such authenticating agent, shall continue to be an authenticating
agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper
or any further act on the part of the Trustee or such authenticating agent.


An
authenticating agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an authenticating agent by giving written notice thereof to such authenticating agent and
to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such authenticating
agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor authenticating
agent which shall be acceptable to the Company and shall promptly give notice of such appointment to all holders of Securities
in the manner and to the extent provided in Section 15.04. Any successor authenticating agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an authenticating agent. No successor authenticating agent shall be appointed unless eligible under the provisions of
this Section.


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


 


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


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


	 	 	 
	Dated:	U.S. Bank National Association
	 	As Trustee
	 	 	 
	 	By: 	 
		 	Authorized
                                         Signatory




If
all of the Securities of a series may not be originally issued at one time, and the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of
such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing, shall appoint in accordance
with this Section an authenticating agent (which, if so requested by the Company, shall be such affiliate of the Company) having
an office in a Place of Payment designated by the Company with respect to such series of Securities, provided that the terms and
conditions of such appointment are acceptable to the Trustee.



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Article
8

CONCERNING THE SECURITYHOLDERS


Section
8.01        Action by
Securityholders. 


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


In
determining whether the holders of a specified percentage in aggregate principal amount of the Securities of any or all series
have taken any action (including the making of any demand or request, the giving of any authorization, direction, notice, consent
or waiver or the taking of any other action), (i) the principal amount of any Original Issue Discount Security that may be counted
in making such determination and that shall be deemed to be outstanding for such purposes shall be equal to the amount of the
principal thereof that could be declared to be due and payable upon an Event of Default pursuant to the terms of such Original
Issue Discount Security at the time the taking of such of such action is evidenced to the Trustee, and (ii) the principal amount
of a Security denominated in a foreign currency or currency unit shall be the Dollar equivalent, determined as of the date of
original issuance of such Security in accordance with Section 2.03(b) hereof, of the principal amount of such Security.


Section
8.02        Proof of
Execution by Securityholders. 


Subject
to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument
by a securityholder or its agent or proxy, or of the holding by any person of a Security, shall be sufficient and conclusive in
favor of the Trustee and the Company if made in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.


The
principal amount and serial numbers of Registered Securities held by any person, and the date of holding the same, shall be proved
by the Security Register.


The
record of any securityholders’ meeting shall be proved in the manner provided in Section 9.06.


Section
8.03        Who Are
Deemed Absolute Owners. 


Prior
to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company
or of the Trustee may deem the person in whose name such Registered Security shall be registered upon the Security Register to
be, and may treat him as, the absolute owner of such Registered 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 premium, if any) and, subject to the provisions of Section 2.05 and Section 2.07, any interest on such Security
and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected
by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid and,
to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.



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Notwithstanding
the foregoing, with respect to any temporary or permanent global Security, nothing herein shall prevent the Company, the Trustee,
or any agent of the Company or of the Trustee, from giving effect to any written certification, proxy or other authorization furnished
by a Depositary, or impair, as between a Depositary and holders of beneficial interests in any temporary or permanent global Security,
as the case may be, the operation of customary practices governing the exercise of the rights of the Depositary as holder of such
temporary or permanent global Security.


Section
8.04        Company-Owned
Securities Disregarded. 


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


Section
8.05        Revocation
of Consents; Future Securityholders Bound. 


At
any time prior to the taking of any action by the holders of the percentage in aggregate principal amount of the Securities specified
in this Indenture in connection with such action, any holder of a Security, the identifying number of which is shown by the evidence
to be included in the Securities the holders of which have consented to such action, may, by filing written notice with the Trustee
at its office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon
all future holders and owners of such Security and of any Security issued upon registration of transfer of or in exchange or substitution
therefor in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, irrespective
of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the percentage
in aggregate principal amount of the Securities specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all the Securities.



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Section
8.06        Record Date.



The
Company may, but shall not be obligated to, set a record date for purposes of determining the identity of holders of Securities
of any series entitled to vote or consent to any action by vote or consent or to otherwise take any action under this Indenture
authorized or permitted by Section 6.12 and Section 6.13 or otherwise under this Indenture. Such record date shall
be the later of (i) the date 20 days prior to the first solicitation of such consent or vote or other action and (ii) the date
of the most recent list of holders of such Securities delivered to the principal corporate trust office of the Trustee pursuant
to Section 5.01 prior to such solicitation. If such a record date is fixed, those persons who were holders of such Securities
at the close of business on such record date shall be entitled to vote or consent or take such other action, or to revoke any
such action, whether or not such persons continue to be holders after such record date, and for that purpose the Outstanding Securities
shall be computed as of such record date.


Article
9

SECURITYHOLDERS’ MEETINGS


Section
9.01        Purposes
of Meeting. 


A
meeting of holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions
of this Article for any of the following purposes:


(a)               
to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive any default
hereunder and its consequences, or to take any other action authorized to be taken by securityholders pursuant to any of the provisions
of Article 6;


(b)              
to remove the Trustee and appoint a successor trustee pursuant to the provisions of Article 7;


(c)               
to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section
10.02; or


(d)              
to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount
of the Securities of any or all series, as the case may be, under any other provision of this Indenture or under applicable law.


Section
9.02        Call of
Meetings by Trustee. 


The
Trustee may at any time call a meeting of securityholders of any or all series to take any action specified in Section 9.01,
to be held at such time and at such place in New York, New York or as the Trustee shall determine. Notice of every meeting of
the securityholders of any or all series, setting forth the time and place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given in the manner provided in Section 15.04 not less than 20 nor more than 180
days prior to the date fixed for the meeting.


Section
9.03        Call of
Meetings by Company or Securityholders. 


In
case at any time the Company, pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of
the Securities of any or all series, as the case may be, then Outstanding, shall have requested the Trustee to call a meeting
of securityholders of any or all series to take any action authorized in Section 9.01, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have provided notice of such meeting
in the manner provided in Section 15.04 within 30 days after receipt of such request, then the Company or the holders of
such Securities in the amount above specified may determine the time and the place in New York, New York or Los Angeles, California
for such meeting and may call such meeting by giving notice thereof as provided in Section 9.02.



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Section
9.04        Qualifications
for Voting. 


To
be entitled to vote at any meeting of securityholders a person shall be a holder of one or more Securities of such series Outstanding
with respect to which a meeting is being held or a person appointed by an instrument in writing as proxy by such a holder or holders.
The only persons who shall be entitled to be present or to speak at any meeting of the securityholders of any series shall be
the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


Section
9.05        Regulations.



Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of securityholders of a series, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard
to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence
of the right to vote, and such other matters concerning the conduct of the meeting as it deems fit. Except as otherwise permitted
or required by any such regulations, the holding of Securities shall be proved in the manner specified in Article 8 and
the appointment of any proxy shall be proved in the manner specified in Article 8. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Article
8 or other proof.


The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by securityholders as provided in Section 9.03, in which case the Company or the securityholders calling
the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the holders of a majority in principal amount of the Securities represented at the
meeting and entitled to vote.


Subject
to the provisions of Section 8.01 and Section 8.04, at any meeting each securityholder or proxy shall be entitled
to one vote for each $1,000 (or the Dollar equivalent thereof in connection with Securities issued in a foreign currency or currency
unit) Outstanding principal amount of Securities of such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote except as a securityholder or proxy. Any meeting
of securityholders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from
time to time, and the meeting may be reconvened without further notice.



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Section
9.06        Voting.



The
vote upon any resolution submitted to any meeting of securityholders shall be by written ballot on which shall be subscribed the
signatures of the securityholders or proxies and on which shall be inscribed the identifying number or numbers or to which shall
be attached a list of identifying numbers of the Securities held or represented by them. The chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate
of the proceedings of each meeting of securityholders shall be prepared by the secretary of the meeting and there shall be attached
to the record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that the notice was mailed
as provided in Section 9.02. The record shall be signed and verified by the chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting.


Any
record so signed and verified shall be conclusive evidence of the matters therein stated.


Article
10

SUPPLEMENTAL INDENTURES


Section
10.01    Supplemental Indentures without
Consent of Securityholders. 


Without
the consent of any holders of Securities, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may
from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes:


(a)               
to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11
hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein
and in the Securities;


(b)              
to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors
shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement
of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject
to such conditions as such supplemental indenture may provide;


(c)               
to establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01
and Section 2.03, including, without limitation, any subordination provisions and any conversion or exchange provisions
applicable to Securities that are convertible into or exchangeable for other securities or property, and any deletions from or
additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall
not be applicable to any other series of Securities then Outstanding);


(d)              
to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such
supplemental indenture);



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(e)               
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 14, provided
that any such action shall not adversely affect the interests of any holder of a Security of such series or any other Security
in any material respect;


(f)               
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities, registrable or not registrable as to principal;


(g)              
to make provisions with respect to conversion or exchange rights of holders of Securities of any series;


(h)              
in the case of any series of Securities which are convertible into or exchangeable for commodities or for the securities
of the Company to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event
of any reclassification or change of outstanding securities or any merger, consolidation, statutory share exchange or combination
of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or
substantially all of the properties and assets of the Company to any other Person or other similar transactions, if expressly
required by the terms of such series of Securities established pursuant to Section 2.03;


(i)                
to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities
of any series;


(j)                
to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture
such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to
in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter
enacted;


(k)              
to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i)
shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;


(l)                
to conform the Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or
disclosure document (as provided in an Officer’s Certificate delivered to the Trustee);


(m)            
to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which
may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture;


(n)              
to add guarantees with respect to, or to secure, any series of Security;



    	46



    	 



    




(o)              
to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities
of one or more series and to add or change any 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 Section 7.11; and


(p)              
to make any change to the Securities of any series or to make any other provisions in regard to matters or questions arising
under this Indenture that do not adversely affect the legal rights under this Indenture of any holder of Securities of any series
issued under this Indenture, including provisions necessary or desirable to provide for or facilitate the administration of the
trusts hereunder.


The
Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage
or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which
adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture
shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.


Section
10.02    Supplemental Indentures with Consent
of Holders. 


With
the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount
of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company,
when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution
thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under
this Indenture; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Securities, or reduce
the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without
the consent of the holder of each Security so affected, (b) reduce the aforesaid percentage of Securities, the consent of the
holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding,
(c) modify the subordination provisions in a manner adverse to the holders of such Securities, or (d) modify any of the above
provisions.


Upon
the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of
the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.


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



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Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article
10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general
terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the
Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.





Section
10.03    Compliance with Trust Indenture
Act; Effect of Supplemental Indentures. 


Any
supplemental indenture executed pursuant to the provisions of this Article 10 shall comply with the Trust Indenture Act,
as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10 and subject
to the provisions in any supplemental indenture relating to the prospective application of such instrument, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities theretofore or thereafter
authenticated and delivered hereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects
to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all purposes.


The
Trustee, subject to the provisions of Section 7.01 and Section 7.02, shall be entitled to receive and shall be fully
protected in relying upon an Officer’s Certificate and Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article 10 and that all conditions precedent thereto have been satisfied.


Section
10.04    Notation on Securities. 


Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this
Article 10 may bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture.
New Securities of any series so modified as to conform, in the opinion of the Company and the Board of Directors, to any modification
of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and
delivered, without charge to the securityholders, in exchange for the Securities of such series then Outstanding.


Article
11

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


Section
11.01    Company May Consolidate, etc.,
on Certain Terms. 


The
Company covenants that it will not merge into or consolidate with any other corporation or sell or convey all or substantially
all of its assets to any person, firm or corporation, unless (a) either the Company shall be the continuing corporation, or the
successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States
of America or a state thereof or the District of Columbia and such corporation shall expressly assume the due and punctual payment
of the principal of (and premium, if any, on) and any interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (b)
the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or condition.



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Section
11.02    Successor Corporation Substituted.



In
case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for, and may exercise every right and power of, the Company, with the same effect
as if it had been named herein as the party of the first part. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead
of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall make available for delivery any Securities which previously shall have been signed and delivered by the officers of
the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution thereof.


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


Section
11.03    Opinion of Counsel and Officer’s
Certificate to be Given Trustee. 


The
Trustee shall receive an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any such consolidation,
merger, sale or conveyance, and any such assumption, complies with the provisions of this Article 11 and that all conditions
precedent herein provided for relating to such transaction have been complied with.


Article
12

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


Section
12.01    Discharge of Indenture. 


If
at any time:


(a)               
the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated
(other than (i) Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section
2.09, and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or



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(b)              
all such Securities of such series not theretofore delivered to the Trustee for cancellation (i) shall have become due
and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of
(b)(i), (b)(ii) or (b)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other
than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay
at maturity or upon redemption all Securities of such series not therefore delivered to the Trustee for cancellation, including
principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of
such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall
execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such
series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the
Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of
this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under
Section 7.06 shall survive.


The
Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


Section
12.02    Deposited Moneys to be Held in
Trust by Trustee. 


Subject
to the provisions of clause (e) of Section 4.03, all moneys deposited with the Trustee pursuant to Section 12.01
shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company acting
as its own paying agent), to the persons entitled thereto, of all sums due and to become due thereon for principal and interest
(and premium, if any) for which payment of such money has been deposited with the Trustee.


Section
12.03    Paying Agent to Repay Moneys Held.


In
connection with the satisfaction and discharge of this Indenture with respect to Securities of any series and the payment of all
amounts due to the Trustee under Section 7.06, all moneys with respect to such Securities then held by any paying agent
under the provisions of this Indenture 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
12.04    Return of Unclaimed Moneys. 


Subject
to applicable law, any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of (and
premium, if any) or interest on any Security and not applied but remaining unclaimed for two years after the date upon which such
principal (and premium, if any, on) or interest shall have become due and payable, shall be repaid to the Company by the Trustee
or such paying agent upon written request from the Company, and the holder of such Security shall thereafter, as an unsecured
general creditor, 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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Article
13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


Section
13.01    Indenture and Securities Solely
Corporate Obligations. 


No
recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer
or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, 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.


Article
14

DEFEASANCE AND COVENANT DEFEASANCE


Section
14.01    Applicability of Article. 


Unless,
as specified pursuant to Section 2.03(c), provision is made that either or both of (a) defeasance of the Securities of
a series under Section 14.02 and (b) covenant defeasance of the Securities of a series under Section 14.03 shall
not apply to the Securities of a series, then the provisions of such Section 14.02 and Section 14.03, together with
Section 14.04 and Section 14.05, shall be applicable to the Outstanding Securities of all series upon compliance
with the conditions set forth below in this Article 14.


Section
14.02    Defeasance and Discharge. 


Subject
to Section 14.05, the Company may cause itself to be discharged from its obligations with respect to the Outstanding Securities
of any series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the
conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities
of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of holders of Outstanding
Securities of such series to receive, solely from the trust fund described in Section 14.04 and as more fully set forth
in such Section, payments of the principal of and any premium and interest on such Securities when such payments are due, (b)
the Company’s obligations with respect to such Securities under Section 2.07, Section 2.08, Section 2.09,
Section 4.02 and Section 4.03 and such obligations as shall be ancillary thereto, (c) the rights, powers, trusts,
duties, immunities and other provisions in respect of the Trustee hereunder, and (D) this Article 14. Subject to compliance
with this Article 14, defeasance with respect to Securities of a series by the Company is permitted under this Section
14.02 notwithstanding the prior exercise of its rights under Section 14.03 with respect to the Securities of such series.
Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.



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Section
14.03    Covenant Defeasance. 


The
Company may cause itself to be released from its obligations under any Sections applicable to Securities of a series that are
determined pursuant to Section 2.03(b) to be subject to this provision with respect to the Outstanding Securities of such
series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions
subsequent set forth below (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


Section
14.04    Conditions to Defeasance or Covenant
Defeasance. 


The
following shall be the conditions precedent or, as specifically noted below, subsequent to application of either Section 14.02
or Section 14.03 to the Outstanding Securities of such series:


(a)               
The Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders
of such Securities, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (iii) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee to pay and discharge, (1) the principal of and any premium and interest
on the Outstanding Securities of such series to maturity or redemption, as the case may be, and (2) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such a
deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates
in accordance with Article 3 which shall be given effect in applying the foregoing. For this purpose, “U.S. Government
Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (y) obligations of a person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation
held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on
the U.S. Government Obligation evidenced by such depository receipt;



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(b)              
No default, or event that after notice or lapse of time, or both, would become a default with respect to the Securities
of such series, shall have happened and be continuing (i) on the date of such deposit or (ii) insofar as Section 6.01(a)
and Section 6.01(b) are concerned, at any time during the period ending on the 123rd day after the date of such deposit
or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect
of such deposit (it being understood that the condition in this clause (b) is a condition subsequent and shall not be deemed satisfied
until the expiration of such period);


(c)               
Such defeasance or covenant defeasance shall not (i) cause the Trustee for the Securities of such series to have a conflicting
interest as defined in Section 7.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company
or (ii) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company
under the Investment Company Act of 1940, as amended;


(d)              
Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;


(e)               
Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national
securities exchange under the Exchange Act to be delisted;


(f)               
In the case of a defeasance under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y)
since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;


(g)              
In the case of covenant defeasance under Section 14.03, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the holders of the Outstanding Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;


(h)              
Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section 2.03(b); and


(i)                
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent and subsequent provided for in this Indenture relating to either the defeasance under Section
14.02 or the covenant defeasance under Section 14.03, as the case may be, have been complied with.



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 Section 14.05    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 




All
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04
in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent (but not including
the Company acting as its own paying agent) as the Trustee may determine, to the holders of such Securities of all sums due and
to become due thereon in respect of principal and any premium and interest, but such money need not be segregated from other funds
except to the extent required by law.


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S.
Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof.


Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance or covenant defeasance,
provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions
of this paragraph.


Anything
herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds
thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation
of Article 16 or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal
of and any premium and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency
on any due date for payment. In any such case, the Company’s interest in the deposited money and U.S. Government Obligations
(and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.


Article
15

MISCELLANEOUS PROVISIONS


Section
15.01    Benefits of Indenture Restricted
to Parties and Securityholders. 


Nothing
in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and their successors and assigns and the holders of the Securities (and, with respect to the provisions
of Article 16, the holders of Senior Indebtedness), any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and assigns and the holders of the Securities (and, with respect to the provisions of Article 16,
the holders of Senior Indebtedness).



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Section
15.02    Provisions Binding on Company’s
Successors. 


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


Section
15.03    Addresses for Notices, etc., to
Company and Trustee. 


Any
request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted by this Indenture is
duly given if in writing and delivered in person or delivered by first-class postage prepaid mail, facsimile, email or overnight
air courier guaranteeing next day delivery, to the other’s address:


(1)              
If to the Trustee, addressed to the Trustee at the principal Corporate Trust Office of the Trustee, U.S. Bank National Association,
333 Commerce Street, Suite 800, Nashville, Tennessee 37201, Attention: Wally Jones, CCTP, Vice President, U.S. Bank Global Corporate
Trust, Telephone: (615) 251-0733.


(2)              
If to the Company by the Trustee or by the holders of Securities, addressed to it at 275 Seventh Avenue, New York, New
York 10001, attention of Deborah Silodor, Executive Vice President and General Counsel.


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


All
notices and communications will be deemed to have been duly given: five Business Days after being deposited in the mail, postage
prepaid, if delivered by mail; on the first Business Day after being sent, if sent by facsimile and the sender receives confirmation
of successful transmission; upon confirmation of transmittal (but excluding any automatic reply to such email), if sent by email;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


Section
15.04    Notice to Holders of Securities;
Waiver. 


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


 


In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such
notice to holders of Registered Securities by mail, then such notification as shall be made with the approval of the Trustee shall
constitute sufficient notice to such holders for every purpose hereunder. In any case where notice to holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular holder of
a Registered Security shall affect the sufficiency of such notice with respect to other holders of Registered Securities.


Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including
any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given
when delivered to the Depositary for such Security (or its designee) pursuant to the customary procedures of such Depositary.



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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
of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.


Any
request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the
English language.


Section
15.05    Evidence of Compliance with Conditions
Precedent. 


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


Each
Officer’s Certificate and Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that,
in the opinion of such person, he 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 such person, such condition or covenant has been complied with.


Section
15.06    Legal Holidays. 


In
any case where the date of maturity of interest on or principal of the Securities or the date fixed for redemption of any Securities
shall be a Saturday or Sunday or a legal holiday in City of New York, New York or in such other Place of Payment as the Company
may designate pursuant to Section 4.02, or a day on which banking institutions in City of New York, New York or in such
other Place of Payment are authorized or obligated by law, regulation or executive order to remain closed, then payment of interest
or principal (and premium, if any) need not be made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.


Section
15.07    Trust Indenture Act to Control.



If
and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture
Act, such required provision shall control.



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Section
15.08    Execution in Counterparts. 


This
Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic
format (e.g., “.pdf” or “.tif”) transmission will constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf” or “.tif”)
will be deemed to be their original signatures for all purposes. Unless otherwise provided herein or in any other Securities,
the words “execute”, “execution”, “signed”, and “signature”
and words of similar import used in or related to any document to be signed in connection with this Indenture, any other Securities
or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed
to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable,
to the fullest extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform
Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures
approved by such Trustee.


Section
15.09    Governing Law; Waiver of Jury Trial.



THIS
INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE COMPANY AND THE TRUSTEE HEREBY
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 OR THEREBY.


The
parties hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of
Manhattan, the city of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts,
and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party.



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Section
15.10    Severability; Entire Agreement.



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.


The
Trustee, by its execution of this Indenture, hereby accepts the trusts in this Indenture declared and provided, upon the terms
and conditions hereinabove set forth. This Indenture, any supplemental indenture hereto and the exhibits hereto or thereto set
forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and
understandings, oral or written.


Section
15.11    Interpretations. 


The
Table of Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.


 


This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


Section
15.12    U.S.A. Patriot Act. 


The
parties hereto acknowledge that in accordance with Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the USA PATRIOT Act.


Article
16

SUBORDINATION OF SECURITIES


Section
16.01    Securities Subordinate to Senior
Indebtedness. 


Except
as otherwise provided in a supplemental indenture or pursuant to Section 2.03, the Company agrees, and each holder by accepting
a Security agrees, that the indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in
the manner provided in this Article, to the prior payment in full of all Senior Indebtedness and that the subordination is for
the benefit of the holders of Senior Indebtedness. Notwithstanding the foregoing, if a deposit is made pursuant to Section
14.02 or Section 14.03 with respect to any Securities (and provided all other conditions set out in Section 14.02
or 14.03, as applicable, shall have been satisfied with respect to such Securities), then, when the 90th day after
such deposit has ended, no money obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of
Senior Indebtedness, including any such rights arising under this Article 16.



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


	 	 	 
	 	AMALGAMATED FINANCIAL CORP.
	 	 	 
	 	By: 	/s/
    Priscilla Sims Brown
	 	 	Priscilla Sims Brown
	 	 	President and Chief Executive
    Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/
    Wally Jones
	 	 	Wally Jones
	 	 	Vice President



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