Exhibit 4.5


 


METROPOLITAN BANK HOLDING CORP.,


 


AS ISSUER


 


AND


 


[ ],


 


AS TRUSTEE


 


SUBORDINATED INDENTURE


 


DATED AS OF [ ], 20[ ]


 


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 [ ], 20[ ].


 


	 	 	 
	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.


 






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TABLE OF CONTENTS


 


	 	 	Page(s)
	ARTICLE 1 DEFINITIONS	1
	 	 	 
	SECTION 1.01.	Definitions.	1
	 	 
	ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	5
	 	 	 
	SECTION 2.01.	Amount Unlimited; Issuable in Series.	5
	 	 	 
	SECTION 2.02.	Form of Trustee’s Certificate of Authentication.	5
	 	 	 
	SECTION 2.03.	Form of Securities Generally; Establishment of Terms of Series.	6
	 	 	 
	SECTION 2.04.	Securities in Global Form.	8
	 	 	 
	SECTION 2.05.	Denominations; Record Date; Payment of Interest.	9
	 	 	 
	SECTION 2.06.	Execution, Authentication, Delivery and Dating of Securities.	9
	 	 	 
	SECTION 2.07.	Exchange and Registration of Transfer of Securities.	11
	 	 	 
	SECTION 2.08.	Temporary Securities.	12
	 	 	 
	SECTION 2.09.	Mutilated, Destroyed, Lost or Stolen Securities.	12
	 	 	 
	SECTION 2.10.	Cancellation.	13
	 	 	 
	SECTION 2.11.	Book-Entry Only System.	13
	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES	14
	 	 	 
	SECTION 3.01.	Redemption of Securities, Applicability of Section.	14
	 	 	 
	SECTION 3.02.	Notice of Redemption, Selection of Securities.	14
	 	 	 
	SECTION 3.03.	Payment of Securities Called for Redemption.	15
	 	 	 
	SECTION 3.04.	Redemption Suspended During Event of Default.	15
	 	 
	ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY	16
	 	 	 
	SECTION 4.01.	Payment of Principal, Premium and Interest.	16
	 	 	 
	SECTION 4.02.	Offices for Notices and Payments.	16
	 	 	 
	SECTION 4.03.	Provisions as to Paying Agent.	16
	 	 	 
	SECTION 4.04.	Statement as to Compliance.	17
	 	 	 
	SECTION 4.05.	Corporate Existence.	17
	 	 	 
	SECTION 4.06.	Reserved.	17


 






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	SECTION 4.07.	Waiver of Covenants.	17
	 	 
	ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	18
	 	 	 
	SECTION 5.01.	Securityholder Lists.	18
	 	 	 
	SECTION 5.02.	Preservation and Disclosure of Lists.	18
	 	 	 
	SECTION 5.03.	Reports by the Company.	18
	 	 	 
	SECTION 5.04.	Reports by the Trustee.	19
	 	 
	ARTICLE 6 REMEDIES	19
	 	 	 
	SECTION 6.01.	Events of Default; Acceleration of Maturity.	19
	 	 	 
	SECTION 6.02.	Rescission and Annulment	20
	 	 	 
	SECTION 6.03.	Collection of Indebtedness and Suits for Enforcement by Trustee.	20
	 	 	 
	SECTION 6.04.	Trustee May File Proofs of Claim.	21
	 	 	 
	SECTION 6.05.	Trustee May Enforce Claims Without Possession of Securities.	21
	 	 	 
	SECTION 6.06.	Application of Money Collected.	22
	 	 	 
	SECTION 6.07.	Limitation on Suits.	22
	 	 	 
	SECTION 6.08.	Unconditional Right of Securityholders to Receive Principal and Interest.	22
	 	 	 
	SECTION 6.09.	Restoration of Rights and Remedies.	23
	 	 	 
	SECTION 6.10.	Rights and Remedies Cumulative.	23
	 	 	 
	SECTION 6.11.	Delay or Omission Not Waiver.	23
	 	 	 
	SECTION 6.12.	Control by Securityholders.	23
	 	 	 
	SECTION 6.13.	Waiver of Past Defaults.	24
	 	 	 
	SECTION 6.14.	Undertaking for Costs.	24
	 	 	 
	SECTION 6.15.	Waiver of Stay or Extension Laws.	24
	 	 
	ARTICLE 7 CONCERNING THE TRUSTEE	24
	 	 	 
	SECTION 7.01.	Duties and Responsibilities of Trustee.	24
	 	 	 
	SECTION 7.02.	Reliance on Documents, Opinions, etc.	25
	 	 	 
	SECTION 7.03.	No Responsibility for Recitals, etc.	26
	 	 	 
	SECTION 7.04.	Ownership of Securities.	26


 






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	SECTION 7.05.	Moneys to be Held in Trust.	27
	 	 	 
	SECTION 7.06.	Compensation and Expenses of Trustee.	26
	 	 	 
	SECTION 7.07.	Officers’ Certificate or Opinion of Counsel as Evidence.	27
	 	 	 
	SECTION 7.08.	Disqualifications; Conflicting Interest of Trustee.	28
	 	 	 
	SECTION 7.09.	Eligibility of Trustee.	28
	 	 	 
	SECTION 7.10.	Resignation or Removal of Trustee.	28
	 	 	 
	SECTION 7.11.	Acceptance by Successor Trustee.	29
	 	 	 
	SECTION 7.12.	Successor by Merger, etc.	29
	 	 	 
	SECTION 7.13.	Limitations on Rights of Trustee as Creditor.	30
	 	 	 
	SECTION 7.14.	Notice of Default.	30
	 	 	 
	SECTION 7.15.	Appointment of Authenticating Agent.	30
	 	 
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	31
	 	 	 
	SECTION 8.01.	Action by Securityholders.	31
	 	 	 
	SECTION 8.02.	Proof of Execution by Securityholders.	32
	 	 	 
	SECTION 8.03.	Who Are Deemed Absolute Owners.	32
	 	 	 
	SECTION 8.04.	Company-Owned Securities Disregarded.	32
	 	 	 
	SECTION 8.05.	Revocation of Consents; Future Securityholders Bound.	32
	 	 	 
	SECTION 8.06.	Record Date.	33
	 	 
	ARTICLE 9 SECURITYHOLDERS’ MEETINGS	33
	 	 	 
	SECTION 9.01.	Purposes of Meeting.	33
	 	 	 
	SECTION 9.02.	Call of Meetings by Trustee.	33
	 	 	 
	SECTION 9.03.	Call of Meetings by Company or Securityholders.	33
	 	 	 
	SECTION 9.04.	Qualifications for Voting.	34
	 	 	 
	SECTION 9.05.	Regulations.	34
	 	 	 
	SECTION 9.06.	Voting.	34
	 	 
	ARTICLE 10 SUPPLEMENTAL INDENTURES	35
	 	 	 
	SECTION 10.01.	Supplemental Indentures without Consent of Securityholders.	35


 






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	SECTION 10.02.	Supplemental Indentures with Consent of Holders.	36
	 	 	 
	SECTION 10.03.	Compliance with Trust Indenture Act; Effect of Supplemental Indentures.	37
	 	 	 
	SECTION 10.04.	Notation on Securities.	37
	 	 
	ARTICLE 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	37
	 	 	 
	SECTION 11.01.	Company May Consolidate, etc., on Certain Terms.	37
	 	 	 
	SECTION 11.02.	Successor Corporation Substituted.	38
	 	 	 
	SECTION 11.03.	Opinion of Counsel and Officers’ Certificate to be Given Trustee.	38
	 	 
	ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	38
	 	 	 
	SECTION 12.01.	Discharge of Indenture.	38
	 	 	 
	SECTION 12.02.	Deposited Moneys to be Held in Trust by Trustee.	39
	 	 	 
	SECTION 12.03.	Paying Agent to Repay Moneys Held.	39
	 	 	 
	SECTION 12.04.	Return of Unclaimed Moneys.	39
	 	 
	ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	39
	 	 	 
	SECTION 13.01.	Indenture and Securities Solely Corporate Obligations.	39
	 	 
	ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE	39
	 	 	 
	SECTION 14.01.	Applicability of Article.	39
	 	 	 
	SECTION 14.02.	Defeasance and Discharge.	40
	 	 	 
	SECTION 14.03.	Covenant Defeasance.	40
	 	 	 
	SECTION 14.04.	Conditions to Defeasance or Covenant Defeasance.	40
	 	 	 
	SECTION 14.05.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	41
	 	 
	ARTICLE 15 MISCELLANEOUS PROVISIONS	42
	 	 	 
	SECTION 15.01.	Benefits of Indenture Restricted to Parties and Securityholders.	42
	 	 	 
	SECTION 15.02.	Provisions Binding on Company’s Successors.	42
	 	 	 
	SECTION 15.03.	Addresses for Notices, etc., to Company and Trustee.	42
	 	 	 
	SECTION 15.04.	Notice to Holders of Securities; Waiver.	43
	 	 	 
	SECTION 15.05.	Evidence of Compliance with Conditions Precedent.	43



 






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	SECTION 15.06.	Legal Holidays.	43
	 	 	 
	SECTION 15.07.	Trust Indenture Act to Control.	44
	 	 	 
	SECTION 15.08.	Execution in Counterparts.	44
	 	 	 
	SECTION 15.09.	Governing Law; Waiver of Jury Trial.	44
	 	 	 
	SECTION 15.10.	Severability.	44
	 	 	 
	SECTION 15.11.	Interpretations.	45
	 	 	 
	SECTION 15.12.	U.S.A. Patriot Act.	45
	 	 
	ARTICLE 16 SUBORDINATION OF SECURITIES	45
	 	 	 
	SECTION 16.01.	Securities Subordinate to Senior Indebtedness.	45


 






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THIS INDENTURE, dated as of [ ], 20[ ] between
Metropolitan Bank Holding Corp., a corporation duly organized and existing under the laws of the State of New York (the “Company”),
and [ ], 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.


 


“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.


 






    1


     


    

 


“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 [ ], Attention: Metropolitan Bank Holding Corp. Administrator, 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 “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.


 


“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.


 


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


 


“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.


 






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“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
Metropolitan Commercial 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.


 


“Officers’ Certificate”
shall mean a certificate signed by the Chief Executive Officer, President or other principal executive officer and by 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.


 


“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.


 






    3


     


    

 


“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.


 


“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.


 






    4


     


    

 


“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 Officers’ 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 Officers’ 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


 






    5


     


    

 


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


 





	 	 
	Dated:	[ ] 

as Trustee
	 	 
	 	By:	            
	 	 	Authorized Signatory


 


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 Officers’ 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.


 


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.


 


(b)            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 Officers’ 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;


 


(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;


 






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(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;


 


(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;


 






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(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 Officers’ 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 Officers’ 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, Officers’ 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, Officers’ Certificate or supplemental indenture.


 


SECTION 2.04. Securities in Global Form.


 


If Securities of a series are issuable in
global form, as specified 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.


 






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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.


 


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 Officers’ 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.


 


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.


 






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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 Officers’ 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
Officers’ 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 Officers’ 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 Officers’ Certificate or indenture supplemental hereto delivered pursuant to Section 2.03,
except as provided in Section 2.08.


 


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.


 






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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.


 


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.


 






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(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.


 


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.


 


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.


 






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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.


 


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.


 






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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 Officers’ 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 Officers’ 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.


 


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.


 






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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.


 


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;


 


(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.


 






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(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)            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.


 


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 Officers’ Certificate signed by the Chief Executive Officer, President or other principal executive officer and 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.


 






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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.


 


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 Officers’ 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.


 






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SECTION 5.04. Reports by the Trustee.


 


(a)            Within
60 days after [ ] of each year commencing with the first [ ] 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 [ ] 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 [ ] and the date of this Indenture.


 


(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;


 


(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


 






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(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 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.


 


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


 






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(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.


 


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.


 


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.


 






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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).


 


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.


 






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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).


 


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; 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.


 






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


 


(1)            prior
to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with
respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be
determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee;


 


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


 


(3)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of Securities pursuant to Section 6.12 relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.


 


(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.


 


SECTION 7.02. Reliance on Documents, Opinions, etc.


 


Subject to the provisions of Section 7.01:


 


(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 Officers’ Certificate and/or Opinion of Counsel;


 


(c)            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;


 


(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;


 






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(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;


 


(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)            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;


 


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


 


(k)            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; and


 


(l)            the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to
such permissive rights, the Trustee shall not be answerable other than for its negligence or willful misconduct.


 


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.


 


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.


 






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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 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 each of the Trustee and any predecessor Trustee for, and to hold it harmless 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)) incurred without negligence or willful misconduct on the part 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. 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.


 


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.


 


SECTION 7.07. Officers’ 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 negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers’ Certificate or Opinion of Counsel delivered to the Trustee, and
such certificate or opinion, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.


 






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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


 


(3)            the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, 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.


 






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(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.


 


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.


 


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.


 






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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.


 


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.


 


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.


 






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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.


 





	 	
        [ ],

        as Trustee

	 	By:	[ ], as Authenticating Agent
	 	 	 
	 	By:	   
	 	
        Authorized Signatory

        

        Date:






 


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.


 


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.


 






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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.


 


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 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.


 


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.


 






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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);


 


(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;


 






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(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 Officers’ 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;


 


(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.


 






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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.


 


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 Officers’
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 Officers’
Certificate to be Given Trustee.


 


The Trustee shall receive an Opinion of
Counsel and Officers’ 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


 


(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.


 






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The Company will deliver to the Trustee
an Officers’ 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.


 


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(b),
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.


 






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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.


 


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 Officers’ 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.


 


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.


 






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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).


 


SECTION 15.02. Provisions Binding on Company’s
Successors.


 


All the covenants, stipulations, promises
and agreements in this Indenture contained by or in 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, [ ], Attention: Metropolitan Bank
Holding Corp. Administrator, Telephone: [ ].


 


(2)            If
to the Company by the Trustee or by the holders of Securities, addressed to it at 99 Park Avenue, New York, New York
10016, Attention: [ ], Email: [ ].


 


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.


 






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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.


 


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 Officers’
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 Officers’ 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.


 






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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.


 


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.


 


SECTION 15.10. Severability.


 


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.


 






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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 theforegoing, 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.


 





	 	METROPOLITAN BANK HOLDING CORP.
	 	 	 
	 	By:	            	 
	 	 	Mark R. DeFazio
	 	 	President and Chief Executive Officer
	 	 
	 	[ ], as Trustee
	 	 	 
	 	By:	 	 
	 	 	[ ]
	 	 	[Vice President]


 






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