Exhibit 4.6


 


CNO Financial Group, Inc.


 


 





 



 


INDENTURE


  


Dated as of [        ]





  


 






 


 


Wilmington Trust, National Association


 


as Trustee


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.1	Definitions	1
	Section 1.2	Incorporation by Reference of Trust Indenture Act	5
	Section 1.3	Rules of Construction	5
	 	 	 
	ARTICLE II. THE SECURITIES	6
	 	 	 
	Section 2.1	Issuable in Series	6
	Section 2.2	Establishment of Terms of Series of Securities	6
	Section 2.3	Execution and Authentication	9
	Section 2.4	Registrar and Paying Agent	10
	Section 2.5	Paying Agent to Hold Money in Trust	10
	Section 2.6	Securityholder Lists	11
	Section 2.7	Transfer and Exchange	11
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	12
	Section 2.9	Outstanding Securities	13
	Section 2.10	Treasury Securities	13
	Section 2.11	Temporary Securities	13
	Section 2.12	Cancellation	14
	Section 2.13	Defaulted Interest	14
	Section 2.14	Special Record Dates	14
	Section 2.15	Global Securities	15
	Section 2.16	CUSIP Numbers	16
	Section 2.17	Persons Deemed Owners	16
	 	 	 
	ARTICLE III. REDEMPTION	17
	 	 	 
	Section 3.1	Notice to Trustee	17
	Section 3.2	Selection of Securities to be Redeemed	17
	Section 3.3	Notice of Redemption	17
	Section 3.4	Effect of Notice of Redemption	18
	Section 3.5	Deposit of Redemption Price	19
	Section 3.6	Securities Redeemed in Part	19
	 	 	 
	ARTICLE IV. COVENANTS	19
	 	 	 
	Section 4.1	Payment of Principal and Interest	19
	Section 4.2	Additional Amounts	19
	Section 4.3	Maintenance of Office or Agency	20
	Section 4.4	[Reserved]	20
	Section 4.5	Compliance Certificate	20
	Section 4.6	[Reserved]	21
	Section 4.7	[Reserved]	21


 




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	Section 4.8	[Reserved]	21
	Section 4.9	Calculations	21
	 	 	 
	ARTICLE V. SUCCESSORS	21
	 	 	 
	Section 5.1	Merger, Consolidation, or Sale of Assets	21
	Section 5.2	Successor Person Substituted	22
	 	 	 
	ARTICLE VI. DEFAULTS AND REMEDIES	22
	 	 	 
	Section 6.1	Events of Default	22
	Section 6.2	Acceleration	24
	Section 6.3	Other Remedies	24
	Section 6.4	Waiver of Past Defaults	24
	Section 6.5	Control by Majority	25
	Section 6.6	Limitation on Suits	25
	Section 6.7	Rights of Holders of Securities to Receive Payment	26
	Section 6.8	Collection Suit by Trustee	26
	Section 6.9	Trustee May File Proofs of Claim	26
	Section 6.10	Priorities	27
	Section 6.11	Undertaking for Costs	27
	 	 	 
	ARTICLE VII. TRUSTEE	27
	 	 	 
	Section 7.1	Duties of Trustee	27
	Section 7.2	Rights of Trustee	29
	Section 7.3	Individual Rights of Trustee	31
	Section 7.4	Trustee’s Disclaimer	31
	Section 7.5	Notice of Defaults	31
	Section 7.6	Reports by Trustee to Holders	31
	Section 7.7	Compensation and Indemnity	31
	Section 7.8	Replacement of Trustee	32
	Section 7.9	Successor Trustee by Merger, etc.	33
	Section 7.10	Eligibility; Disqualification	33
	Section 7.11	Preferential Collection of Claims Against Company	34
	 	 	 
	ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE	34
	 	 	 
	Section 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	34
	Section 8.2	Legal Defeasance and Discharge	34
	Section 8.3	Covenant Defeasance	35
	Section 8.4	Conditions to Legal or Covenant Defeasance	35
	Section 8.5	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	36
	Section 8.6	Repayment to Company	37
	Section 8.7	Reinstatement	37
	 	 
	ARTICLE IX. AMENDMENTS AND WAIVERS	37



 




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	Section 9.1	Without Consent of Holders	37
	Section 9.2	With Consent of Holders	39
	Section 9.3	Limitations	39
	Section 9.4	Compliance with Trust Indenture Act	40
	Section 9.5	Revocation and Effect of Consents	40
	Section 9.6	Notation on or Exchange of Securities	41
	Section 9.7	Trustee Protected	41
	 	 	 
	ARTICLE X. SATISFACTION AND DISCHARGE	41
	 	 	 
	Section 10.1	Satisfaction and Discharge	41
	Section 10.2	Application of Trust Money	42
	 	 	 
	ARTICLE XI. MISCELLANEOUS	43
	 	 	 
	Section 11.1	Trust Indenture Act Controls	43
	Section 11.2	Notices	43
	Section 11.3	Communication by Holders with Other Holders	45
	Section 11.4	Certificate and Opinion as to Conditions Precedent	45
	Section 11.5	Statements Required in Certificate or Opinion	45
	Section 11.6	Rules by Trustee and Agents	45
	Section 11.7	Legal Holidays	46
	Section 11.8	No Recourse Against Others	46
	Section 11.9	Counterparts	46
	Section 11.10	Governing Law; Waiver of Trial by Jury	46
	Section 11.11	No Adverse Interpretation of Other Agreements	46
	Section 11.12	Successors	46
	Section 11.13	Severability	47
	Section 11.14	Table of Contents, Headings, Etc.	47
	Section 11.15	Securities in a Foreign Currency	47
	Section 11.16	Multiple Originals	47
	Section 11.17	Force Majeure	48
	Section 11.18	U.S.A. Patriot Act	48
	 	 	 
	ARTICLE XII. SINKING FUNDS	48
	 	 	 
	Section 12.1	Applicability of Article	48
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	48
	Section 12.3	Redemption of Securities for Sinking Fund	49


 




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CNO
Financial Group, Inc.


 


Reconciliation and tie between Trust Indenture Act of
1939 and the Indenture


 


	
         § 310(a)(1)
	 	7.10 
	(a)(2)	 	7.10 
	(a)(3)	 	Not Applicable 
	(a)(4)	 	Not Applicable 
	(a)(5)	 	7.10 
	(b)	 	7.10 
	(c)	 	Not Applicable
	§ 311(a)	 	7.11 
	(b)	 	7.11 
	(c)	 	Not Applicable 
	§ 312(a)	 	2.6 
	(b)	 	11.3 
	(c)	 	11.3 
	§ 313(a)	 	7.6 
	(b)(1)	 	Not Applicable
	(b)(2)	 	Not Applicable
	(c)(1)	 	7.6
	(c)(2)	 	7.6
	(c)(3)	 	Not Applicable
	(d)	 	7.6 
	§ 314(a)	 	4.5 
	(b)	 	Not Applicable 
	(c)(1)	 	11.4 
	(c)(2)	 	11.4 
	(c)(3)	 	Not Applicable 
	(d)	 	Not Applicable 
	(e)	 	11.5 
	(f)	 	Not Applicable 
	§ 315(a)	 	7.1 
	(b)	 	7.5 
	(c)	 	7.1 
	(d)	 	7.1 
	(e)	 	6.11 
	§ 316(a)	 	2.10 
	(a)(1)(A)	 	6.5 
	(a)(1)(B)	 	6.4 
	(b)	 	6.7 
	(c)	 	2.14, 9.5(d) 
	§ 317(a)(1)	 	6.8 
	(a)(2)	 	6.9 
	(b)	 	2.5 
	§ 318(a)	 	11.1 


 





 



 


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



 




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Indenture dated as of [       ] between CNO Financial Group,
Inc., a Delaware corporation (“Company”), and Wilmington Trust, National Association, as trustee (“Trustee”).


 


Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities (or applicable Series thereof) issued under this Indenture.


 


ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1           Definitions.


 


“Additional Amounts” means any additional
amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company
in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.


 


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


 


“Agent” means any Registrar or Paying Agent.


 


“Bankruptcy Law” has the meaning specified
in Section 6.1.


 


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


 


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant
to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the
Trustee.


 


“Business Day” means, unless otherwise provided
by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday,
Sunday or a legal holiday in The City of New York or in the city where the Corporate Trust Office is located on which banking institutions
are authorized or required by law, regulation or executive order to close.


 


“Capital Stock” means:


 


(1)         in
the case of a corporation, corporate stock;


 




    	 



    	 



    

 


(2)         in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)         in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(4)         any
other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.


 


“Company” means the party named as such above
until a successor replaces it pursuant to Article V hereof and thereafter means the successor.


 


“Company Order” means a written order signed
in the name of the Company by an Officer of the Company.


 


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


 


“Covenant Defeasance” has the meaning specified
in Section 8.3.


 


“Custodian” has the meaning specified in Section
6.1.


 


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


 


“Depository” means, with respect to the Securities
of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depository
for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time
there is more than one such person, “Depository” as used with respect to the Securities of any Series shall mean the
Depository with respect to the Securities of such Series.


 


“Depository Entry” has the meaning specified
in Section 9.5(c).


 


“Discount Security” means any Security that
provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of
the maturity thereof pursuant to Section 6.2.


 


“Dollars” and “$” means the currency
of The United States of America.


 


“Equity Interests” means Capital Stock and
all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).


 


“Event of Default” has the meaning specified
in Section 6.1.


 




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


 


“Foreign Currency” means any currency or currency
unit issued by a government other than the government of The United States of America.


 


“GAAP” means, unless otherwise specified with
respect to Securities of a particular Series, generally accepted accounting principles in the United States, which are in effect
as of the time when and for the period as to which such accounting principles are to be applied.


 


“Global Security” or “Global Securities”
means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a
Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or
nominee.


 


“Government Securities” means direct obligations
of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith
and credit.


 


“Holder” or “Securityholder” means
a person in whose name a Security is registered.


 


“Indenture” means this Indenture as amended
or supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated
hereunder.


 


“interest” when used with respect to any Discount
Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


“Issue Date” means with respect to any Series
of Securities the first date such Securities are issued under this Indenture.


 


“Legal Defeasance” has the meaning specified
in Section 8.2.


 


“Legal Holiday” has the meaning specified
in Section 11.7.


 


“Lien” means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof or any agreement to give any security interest).


 


“mandatory sinking fund payment” has the meaning
specified in Section 12.1.


 


“Market Exchange Rate” has the meaning specified
in Section 11.15.


 


“Maturity,” when used with respect to any
Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for
redemption, notice of option to elect repayment or otherwise.


 




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“Officer” means the Chief Executive Officer,
President, any Vice-President, the Chief Financial Officer, the Treasurer, the Secretary, or any Assistant Secretary of the Company.


 


“Officer’s Certificate” means a certificate
signed by an Officer.


 


“Opinion of Counsel” means a written opinion
of legal counsel who is acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company.


 


“optional sinking fund payment” has the meaning
specified in Section 12.1.


 


“Paying Agent” has the meaning specified in
Section 2.4.


 


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


 


“principal” of a Security means the principal
of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Registrar” has the meaning specified in Section
2.4.


 


“Responsible Officer” means, when used with
respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant
vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar
to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility
or be part of the group that has such responsibility for the administration of this Indenture.


 


“SEC” means the Securities and Exchange Commission
or any successor agency.


 


“Securities” means the debentures, notes or
other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof.


 


“Stated Maturity” when used with respect to
any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed
date on which the principal of such Security or such installment of principal or interest is due and payable.


 


“Subsidiary” of any specified person means
any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
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 such person or one or more of the other Subsidiaries of that person
or a combination thereof.


 




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“TIA” means the Trust Indenture Act of 1939
(15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture except as provided in Section 9.4; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required
by any such amendment, the Trust Indenture Act as so amended.


 


“Trustee” means the person named as the “Trustee”
in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean each person who is then a Trustee hereunder, and if at any time
there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee
with respect to Securities of that Series.


 


Section 1.2           Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


“indenture security holder” means a Securityholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


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


 


All other terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are
used herein as so defined.


 


Section 1.3           Rules
of Construction.


 


Unless the context otherwise requires:


 


(a)          a
term has the meaning assigned to it;


 


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


 


(c)          “or”
is not exclusive;


 


(d)          “will”
shall be interpreted to express a command;


 




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


 


(f)          provisions
apply to successive events and transactions; and


 


(g)          references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.


 


ARTICLE II.

THE SECURITIES


 


Section 2.1           Issuable
in Series.


 


The aggregate principal amount of Securities that may
be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities
of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officer’s
Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture
detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined.
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 the Indenture.


 


Section 2.2           Establishment
of Terms of Series of Securities.


 


At or prior to the issuance of any Securities within a
Series, the following shall be established by or pursuant to a Board Resolution, and set forth or determined in the manner provided
in a Board Resolution or in a supplemental indenture or in an Officer’s Certificate pursuant to authority granted under a
Board Resolution:


 


(a)          the
title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);


 


(b)          the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


 


(c)          any
limit upon the aggregate principal amount of the Securities of the 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 Section 2.7, 2.8, 2.11, 3.6 or 9.6);


 


(d)          whether
the Securities rank as senior Securities, senior subordinated Securities or subordinated Securities or any combination thereof
and the terms of any such subordination;


 




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(e)          the
terms and conditions, if any, upon which the Securities of the series shall be exchanged for or converted into other securities
of the Company or securities of another person;


 


(f)      
   the provisions, if any, relating to any security provided for the Securities of the Series;


 


(g)          the
date or dates on which the principal of the Securities of the Series is payable;


 


(h)          the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any currency exchange rate, commodity, commodity index, stock exchange index or financial index) at which the
Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, or the
method for determining the date or dates from which interest will accrue, the date or dates on which such interest, if any, shall
commence and be payable and any regular record date for the interest payable on any interest payment date;


 


(i)          the
manner in which the amounts of payment of principal of, premium, if any, or interest, if any, on the Securities of the Series will
be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to
a currency exchange rate, commodity, commodity index, stock exchange index or financial index;


 


(j)          if
other than the Corporate Trust Office, the place or places where the principal of and interest, if any, on the Securities of the
Series shall be payable, where the Securities of such 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 such Series and this Indenture may be served, and the
method of such payment, if by wire transfer, mail or other means;


 


(k)          if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities
of the Series may be redeemed, in whole or in part, at the option of the Company;


 


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


 


(m)          if
other than minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which the
Securities of the Series shall be issuable;


 


(n)          the
forms of the Securities of the Series in fully registered form (and, if in fully registered form, whether the Securities of the
Series shall be issued in whole or in


 




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part in the form of a Global Security or Securities, and the terms
and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual
Securities);


 


(o)          any
depositories, interest rate calculation agents, bid solicitation agents, conversion or exchange agents, exchange rate calculation
agents or other agents with respect to Securities of such Series if other than those appointed herein;


 


(p)          the
Trustee for the series of Securities, if other than the Trustee named on the first page hereof or its successors;


 


(q)          if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;


 


(r)          any
addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


(s)          any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
6.2;


 


(t)          if
other than Dollars, the currency of denomination of the Securities of the Series, which may be any Foreign Currency, and if such
currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite
currency;


 


(u)          if
other than Dollars, the designation of the currency, currencies or currency units in which payment of the principal of and interest,
if any, on the Securities of the Series will be made;


 


(v)         if
payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency
units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to
such payments will be determined;


 


(w)          the
securities exchange(s) on which the Securities of the Series will be listed, if any;


 


(x)          additions
or deletions to or changes in the provisions relating to covenant defeasance and legal defeasance;


 


(y)          additions
or deletions to or changes in the provisions relating to satisfaction and discharge of the Indenture;


 




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(z)          additions
or deletions to or changes in the provisions relating to the modification of the Indenture both with and without the consent of
holders of Securities of the Series issued under the Indenture; and


 


(aa)         any
other terms of the Securities of the Series (which terms may modify, supplement or delete any provision of this Indenture with
respect to such Series; provided, however, that no such term may modify or delete any provision hereof if imposed by the TIA; and
provided, further, that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall have been
consented to in writing by the Trustee).


 


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, supplemental indenture hereto or Officer’s Certificate referred to above, and the authorized principal
amount of any Series may be increased to provide for issuances of additional Securities of such Series, unless otherwise provided
in such Board Resolution, supplemental indenture or Officer’s Certificate.


 


Section 2.3           Execution
and Authentication.


 


One Officer shall sign the Securities for the Company
by manual or facsimile signature.


 


If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.


 


The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication
unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate.


 


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 the Board Resolution,
supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.9.


 


Prior to the issuance of Securities of any Series, the
Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate
complying with Section 11.4, and (c) an Opinion of Counsel complying with Section 11.4.


 




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The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be
taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee
of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders
of any then outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.4           Registrar
and Paying Agent.


 


The Company shall maintain, with respect to each Series
of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where
Securities of such Series may be presented or surrendered for payment (“Paying Agent”) and where Securities of such
Series may be surrendered for registration of transfer or exchange (“Registrar”).


 


The Registrar shall keep a register with respect to each
Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar or Paying Agent. If at any time the Company shall fail to
maintain any such required Registrar or Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate one or
more co-registrars or additional paying agents and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar and Paying Agent
in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar
or additional paying agent. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent.


 


The Company hereby appoints the Trustee the initial Registrar
and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued.


 


Section 2.5           Paying
Agent to Hold Money in Trust.


 


The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities,
or the Trustee, all money held by the Paying Agent for the payment of principal of


 




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or interest on the Series of Securities, and will promptly notify the Trustee
of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have
no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent.


 


Section 2.6           Securityholder
Lists.


 


The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities
and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or shall cause
the Registrar to furnish, to the Trustee at least ten days before each interest payment date, but in any event at least once every
six months, and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee
may reasonably require, of the names and addresses of Securityholders of each Series of Securities.


 


Section 2.7           Transfer
and Exchange.


 


Where Securities of a Series are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the
same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Trustee, upon receipt of a Company Order, shall authenticate Securities
at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges
pursuant to Sections 2.11, 3.6 or 9.6).


 


Every Security presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney
duly authorized in writing.


 


Neither the Company nor the Registrar shall be required
(a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business
fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series
selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called
or being called for redemption in part.


 




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The Trustee shall authenticate any Securities in accordance
with the provisions of Section 2.3.


 


The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with
respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


Section 2.8           Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to the Trustee,
the Company shall execute and the Trustee, upon receipt of a Company Order, 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 execute and, upon receipt of a
Company Order, the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


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


 


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 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.


 




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Section 2.9           Outstanding
Securities.


 


Subject to Section 2.10, the Securities outstanding at
any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.


 


If a Security is replaced pursuant to Section 2.8, it
ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.


 


If the Paying Agent (other than the Company, a Subsidiary
of the Company or an Affiliate of the Company) holds as of 11:00 a.m. Eastern Time on the date of Maturity of Securities of a Series
or on any day thereafter (in the case money is deposited by the Company following the date of Maturity) money sufficient to pay
such Securities payable on such date of Maturity or on any such later date, as the case may be, then on and after such date of
Maturity or such later date, as the case may be, such Securities of the Series cease to be outstanding and interest on them ceases
to accrue.


 


A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.


 


In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.2.


 


Section 2.10         Treasury
Securities.


 


In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities
of a Series owned by the Company or an Affiliate of the Company shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver
only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Upon request
of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes,
if any known by the Company to be owned or held by or for the account of any of the Company or any Affiliate of the Company, and
the Trustee shall be entitled to accept and rely upon such Officer’s Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any determination.


 


Section 2.11         Temporary
Securities.


 


Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon receipt of a Company Order. Temporary


 




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Securities shall be substantially in the form of definitive Securities but
may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall
prepare and, the Trustee, upon, receipt of a Company Order, shall authenticate definitive Securities of the same Series and date
of maturity in exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this
Indenture as the definitive Securities.


 


Section 2.12         Cancellation.


 


The Company at any time may deliver Securities to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange, replacement or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange,
payment, replacement or cancellation and deliver such canceled Securities to the Company, unless the Company otherwise directs;
provided that the Trustee shall not be required to destroy such Securities. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13         Defaulted
Interest.


 


If the Company defaults in a payment of interest on a
Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix such
special record date and the related payment date. At least 15 days before such special record date, the Company shall mail to the
Trustee and to each Securityholder of the Series a notice that states such special record date, the related payment date and the
amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14         Special
Record Dates.


 


(a)          The
Company may, but shall not be obligated to, set a record date for the purpose of determining the identity of Holders entitled to
consent to any supplement, amendment or waiver permitted by this Indenture. If a record date is fixed, the Holders of such Series
and Securities outstanding on such record date, and no other Holders, shall be entitled to consent to such supplement, amendment
or waiver or revoke any consent previously given, whether or not such Holders remain Holders after such record date. No consent
shall be valid or effective for more than 90 days after such record date unless consents from Holders of the principal amount of
such Series and Securities required hereunder for such amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.


 


(b)          The
Company may, but shall not be obligated to, fix any day as a record date for the purpose of determining the Holders of any Series
of Securities entitled to join in the giving or making of any notice of Default, any declaration of acceleration, any request to
institute proceedings or any other similar direction. If a record date is fixed, the Holders of such Series and Securities outstanding
on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders


 




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after such record date; provided, however, that no such action shall be
effective hereunder unless taken on or prior to the date 90 days after such record date.


 


(c)          To
the extent reasonably practicable, the Company shall give the Trustee a 15-day advance written notice of any special record date
set in accordance with this Section 2.14.


 


Section 2.15         Global
Securities.


 


(a)          Terms
of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether
the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository
for such Global Security or Securities.


 


(b)          Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto,
any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders
other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling
or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered
under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository registered as a clearing agency
under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officer’s Certificate
to the effect that such Global Security shall be so exchangeable (subject to the procedures of the Depository) or (iii) an Event
of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names
as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


 


Except as provided in this Section 2.15(b), a Global Security
may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository,
by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor Depository.


 


(c)          Legend.
Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


“Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), New York, New York, to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest
herein.”


 




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“Transfer of this Global Security shall be limited
to transfers in whole, but not in part, to DTC, to nominees of DTC or to a successor thereof or such successor’s nominee
and limited to transfers made in accordance with the restrictions set forth in the Indenture referred to herein.”


 


(d)          Acts
of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the
Indenture.


 


(e)          Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


(f)          Consents,
Declaration and Directions. Except as provided in Section 2.15(e), the Company, the Trustee and any Agent shall treat a person
as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified
in a written statement of the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section 2.16         CUSIP
Numbers.


 


The Company in issuing the Securities may use “CUSIP”
and/or other similar security identifying numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers (and/or any such other security identifying numbers) in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed
on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee in writing of any change in the CUSIP numbers.


 


Section 2.17         Persons
Deemed Owners.


 


Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name such Security
is registered in the register kept by the Registrar as the owner of such Security for the purpose of receiving payment of principal
of and (subject to the record date provisions thereof) interest on and any Additional Amounts with respect to, such Security and
for all other purposes whatsoever, whether or not any payment with respect to such Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial interest in any Global Security
held on its behalf by a Depository shall have any rights under this Indenture with respect to such Global Security, and such Depository
may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security for
all purposes whatsoever. None of the


 




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Company, the Trustee, any Paying Agent or the Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


ARTICLE III.

REDEMPTION


 


Section 3.1           Notice
to Trustee.


 


The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series
of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of
the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee, in writing, of the redemption date
and the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 45 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section 3.2           Selection
of Securities to be Redeemed.


 


Unless otherwise indicated for a particular Series by
a Board Resolution, a supplemental indenture or an Officer’s Certificate, if less than all the Securities of a Series are
to be redeemed, the Trustee shall select the Securities of such Series for redemption in compliance with the requirements of the
Depositary, or if the Securities of such Series are not held through the Depositary or the Depositary prescribes no method of selection,
on a pro rata basis or by lot, subject to adjustments so that no Security in an unauthorized denomination remains outstanding after
such redemption or purchase; provided, however, that no Security of $2,000 in aggregate principal amount of less shall be redeemed
in part.


 


In the event of partial redemption, the Trustee shall
make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption
a portion of the principal amount of any Security of such Series; provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such
Security. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities
of that Series called for redemption.


 


Section 3.3           Notice
of Redemption.


 


Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at least 15 days but not more than 60 days
before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are
to be redeemed, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Series of Securities or a satisfaction and discharge of this Indenture pursuant to Articles
VIII or XI hereof.


 




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The notice shall identify the Securities of the Series
to be redeemed and shall state:


 


(a)          the
redemption date;


 


(b)          the
redemption price (or if not then ascertainable, the manner of calculation thereof);


 


(c)          the
name and address of the Paying Agent;


 


(d)          that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(e)          that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


 


(f)          the
CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such
notice or printed on the Securities; and


 


(g)          any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s request, the Trustee shall give
the notice of redemption in the Company’s name and at its expense; provided that the Company shall have delivered to the
Trustee, at least five Business Days (or such shorter period as the Trustee may agree) before notice of redemption is required
to be sent or caused to be sent to Holder pursuant to this Section 3.3 (unless a shorter notice shall be agreed to by the Trustee),
an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such
notice as provided in this Section 3.3.


 


Section 3.4           Effect
of Notice of Redemption.


 


Once notice of redemption is mailed or published as provided
in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption
price specified in such notice.


 


Notice of any redemption, whether in connection with an
equity offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice
may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion
of a transaction or an event such as an equity offering, debt offering or change of control of the Company. In addition, if such
redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption
may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the
redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment


 




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of the redemption price and performance of the Company’s obligations
with respect to such redemption may be performed by another Person.


 


Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price plus accrued interest to the redemption date; provided that, unless otherwise specified
with respect to such Securities pursuant to Section 2.2 hereof, installments of interest whose Stated Maturity is on or prior to
the redemption date shall be payable to the Holders of such Securities (or one or more predecessor Securities) registered at the
close of business on the relevant record date therefor according to their terms and the terms of this Indenture.


 


Section 3.5           Deposit
of Redemption Price.


 


By no later than 11:00 a.m. (New York City time) on the
redemption date, the Company shall deposit with the Trustee or a Paying Agent money sufficient to pay the redemption price of and
accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6           Securities
Redeemed in Part.


 


Upon surrender of a Security that is redeemed in part,
the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount
to the unredeemed portion of the Security surrendered.


 


ARTICLE IV.

COVENANTS


 


Section 4.1           Payment
of Principal and Interest.


 


The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will pay or cause to be paid the principal of, and premium, if any, and interest on,
the Securities of that Series on the dates and in the manner provided in such Securities. Principal of, and premium, if any, and
interest on any Series of Securities will be considered paid on the date due if the Paying Agent, if other than the Company or
a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 


The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal with respect to such Securities at the rate specified therefor in the Securities; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace period) at the same rate to the extent lawful.


 


Section 4.2           Additional
Amounts.


 


If any Securities of a Series provide for the payment
of Additional Amounts, the Company agrees to pay to the Holder of any such Security Additional Amounts as provided in or pursuant
to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in


 




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any context, the payment of the principal of or interest on, or in respect
of, any Security of any Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by
the terms of such Series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable)
in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention
is not made.


 


Section 4.3           Maintenance
of Office or Agency.


 


The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will maintain an office or agency (which may be an office of the Trustee for such
Securities or an Affiliate of such Trustee, Registrar for such Securities or co-registrar) where such Securities may be surrendered
for registration of transfer or for exchange and where notices and demands in respect of such Securities and this Indenture may
be served. The Company will give prompt written notice to the Trustee for such Securities of the location, and any change in the
location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to
furnish such Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of such Trustee.


 


The Company may also from time to time designate one or
more other offices or agencies where Holders of a Series of Securities may present or surrender such Securities for any or all
such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee for
such Series of Securities of any such designation or rescission and of any change in the location of any such other office or agency.


 


With respect to each Series of Securities, the Company
hereby designates the Corporate Trust Office of the Trustee for such Securities as one such office or agency of the Company in
accordance with Section 2.4 hereof.


 


Section 4.4           [Reserved]


 


Section 4.5           Compliance
Certificate.


 


(a)          The
Company shall deliver to the Trustee with respect to such Series, within 120 days after the end of each fiscal year ending December
31, an Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal
accounting officer stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that
to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take


 




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with respect thereto) and that to the best of his or her knowledge no event
has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Series
of Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto.


 


(b)          So
long as any Series of Securities is outstanding, the Company will deliver to the Trustee with respect to such Series, within 30
days following any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default
or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.6           [Reserved]


 


Section 4.7           [Reserved]


 


Section 4.8           [Reserved]


 


Section 4.9           Calculations.


 


The Company shall be responsible for making all calculations
and determinations called for under the Securities. These calculations and determinations include, but are not limited to, accrued
interest payable on the Securities and any applicable premium. The Company shall make all these calculations in good faith and,
absent manifest error, the Company’s calculations shall be final and binding on the Holders. Upon written request, the Company
shall provide a schedule of their calculations to the Trustee. The Trustee is entitled to rely conclusively upon the accuracy of
the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to
any Holder upon the written request of that Holder at the sole cost and expense of the Company.


 


ARTICLE V.

SUCCESSORS


 


Section 5.1           Merger,
Consolidation, or Sale of Assets.


 


The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it shall not, directly or indirectly: (a) consolidate or merge with or into another person
(whether or not the Company is the surviving corporation) or (b) sell, lease, transfer or otherwise dispose of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another person,
and the Company shall not permit any other person to consolidate with or merger into it, unless:


 


(i)          (A)
the Company shall be the continuing entity or (B) the successor person shall be a corporation, trust, limited liability company,
partnership or other entity organized and validly existing under the laws of the United States or any State thereof or the District
of Columbia that expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, all the obligations
of the Company under the Securities and this Indenture and, for each Security that by its terms provides for conversion, shall
have provided for the right to convert such Security in accordance with its terms;


 




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(ii)         immediately
after such transaction, no Event of Default exists and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing; and


 


(iii)        the
Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, lease, transfer or other disposition and, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article V and that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


This Section 5.1 will not apply to:


 


(1)         a
merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or


 


(2)         any
consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the
Company and its Subsidiaries.


 


Section 5.2           Successor
Person Substituted.


 


Upon any consolidation or merger, or any sale, lease,
transfer or other disposition of all or substantially all of the assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.1 hereof, the successor person formed by such consolidation or into or with which
the Company is merged or to which such sale, lease, transfer or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale, lease, transfer or other disposition, the provisions
of this Indenture referring to the “Company” shall refer instead to the successor person and not to the Company), and
may exercise every right and power of the Company under this Indenture with the same effect as if such successor person had been
named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on any Series of Securities except in the case of a sale of all of the Company’s assets in a transaction
that is subject to, and that complies with the provisions of, Section 5.1 hereof.


 


ARTICLE VI.

DEFAULTS AND REMEDIES


 


Section 6.1           Events
of Default.


 


“Event of Default,” wherever used herein with
respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 


(a)          default
in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default
for a period of 30 days; or


 




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(b)          default
in payment when due of the principal of, or premium, if any, on any Security of that Series; or


 


(c)          default
in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or


 


(d)          default
in the performance of any other covenant of the Company in this Indenture (other than a covenant that has been included in this
Indenture solely for the benefit of any Series of Securities other than that Series), which default continues uncured for the period
and after the notice specified below; or


 


(e)          the
Company pursuant to or within the meaning of any Bankruptcy Law:


 


(i)          commences
a voluntary case,


 


(ii)         consents
to the entry of an order for relief against it in an involuntary case,


 


(iii)        consents
to the appointment of a Custodian of it or for all or substantially all of its property,


 


(iv)        makes
a general assignment for the benefit of its creditors, or


 


(v)         generally
is unable to pay its debts as the same become due; or


 


(f)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)          is
for relief against the Company in an involuntary case,


 


(ii)         appoints
a Custodian of the Company or for all or substantially all of its property, or


 


(iii)        orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or


 


(g)          any
other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, in accordance with Section 2.2.


 


The term “Bankruptcy Law” means title 11,
U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


A Default under clause (d) above is not an Event of Default
with respect to a particular Series of Securities until the Trustee notifies the Company, or the Holders of more than 50% in principal
amount of the then outstanding Securities of that Series notify the Company and the Trustee of the Default, and the Company does
not cure the Default within 60


 




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days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a “Notice of Default.” Such notice shall be given by the Trustee if
so requested in writing by the Holders of more than 50% of the principal amount of the then outstanding Securities of that Series.


 


Section 6.2           Acceleration.


 


If an Event of Default with respect to Securities of any
Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or (f)) then
in every such case the Trustee or the Holders of more than 50% in principal amount of the outstanding Securities of that Series
may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount
as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that
Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately
due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after such a declaration of acceleration with
respect to any Series has been made, the Holders of a majority in principal amount of the outstanding Securities of that Series,
by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been cured or waived.


 


No such rescission shall affect any subsequent Default
or impair any right consequent thereon.


 


Section 6.3           Other
Remedies.


 


If an Event of Default with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of
principal of and, premium, if any, and interest on such Securities or to enforce the performance of any provision of such Securities
or this Indenture.


 


The Trustee for such Securities may maintain a proceeding
even if it does not possess any of such Securities or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of Securities in exercising any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 


Section 6.4           Waiver
of Past Defaults.


 


Holders of not less than a majority in aggregate principal
amount of the then outstanding Securities of any Series by notice to the Trustee for such Securities may on behalf of


 




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the Holders of all of such Securities waive an existing Default or Event
of Default with respect to such Securities and its consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, or premium, if any, or interest on, such Securities or in respect of a covenant or provision hereof
which under Article IX cannot be modified or amended without the consent of the Holder of each outstanding Security of the Series
affected; provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of
any Series may rescind an acceleration of such Securities and its consequences, including any related payment default that resulted
from such acceleration, in accordance with Section 6.2. Upon any such waiver, such Default shall cease to exist, and any 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 6.5           Control
by Majority.


 


Holders of a majority in aggregate principal amount of
the then outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee for such Securities or exercising any trust or power conferred on it. However, the Trustee
for any Series of Securities may refuse to follow any direction that conflicts with law or this Indenture that such Trustee determines
may be unduly prejudicial to the rights of other Holders of such Securities or that may involve the Trustee in personal liability.


 


Section 6.6           Limitation
on Suits.


 


A Holder of any Series of Securities may pursue a remedy
with respect to this Indenture or such Securities only if:


 


(a)          such
Holder gives to the Trustee for such Securities written notice that an Event of Default with respect to such Series is continuing;


 


(b)          Holders
of more than 50% in aggregate principal amount of the then outstanding Securities of such Series make a written request to the
Trustee for such Securities to pursue the remedy;


 


(c)          such
Holder or Holders offer and, if requested, provide to the Trustee for such Securities security or indemnity for any, loss, expense
or liability that may be incurred by bringing the action satisfactory to such Trustee;


 


(d)          such
Trustee does not comply with the request within 60 days after receipt of the request and the offer of the request; and


 


(e)          Holders
of a majority in aggregate principal amount of the then outstanding Securities of such Series do not give such Trustee a direction
inconsistent with such request.


 




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


 


Section 6.7           Rights
of Holders of Securities to Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Security of any Series to receive payment of principal of and, premium, if any, and interest on such
Securities, on or after the respective due dates expressed in such Securities (including, if applicable, in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder.


 


Section 6.8           Collection
Suit by Trustee.


 


If an Event of Default specified in Section 6.1(a), (b)
or (c) hereof with respect to Securities of any Series occurs and is continuing, the Trustee for such Securities is authorized
to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of
and, premium, if any, and interest remaining unpaid on, such Securities and interest on overdue principal and, to the extent lawful,
overdue interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents and counsel.


 


Section 6.9           Trustee
May File Proofs of Claim.


 


The Trustee for each Series of Securities is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of such
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents
and counsel) and the Holders of the Securities for which it acts as trustee allowed in any judicial proceedings relative to the
Company (or any other obligor upon such Securities), its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder of such Securities to make such payments to such Trustee, and in the event that
such Trustee shall consent to the making of such payments directly to such Holders, to pay to such Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, and any other amounts
due such Trustee under the Indenture. To the extent that the payment of any such compensation, expenses, disbursements and advances
of such Trustee, its agents and counsel, and any other amounts due such Trustee out of the estate in any such proceeding, 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, money, securities and other properties that such Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize such Trustee
to authorize or consent to or accept or adopt on behalf of any Holder for which it acts as trustee any plan of reorganization,
arrangement, adjustment or


 




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composition affecting the Securities or the rights of such Holder, or to
authorize such Trustee to vote in respect of the claim of any such Holder in any such proceeding.


 


Section 6.10         Priorities.


 


If the Trustee of any Series of Securities collects any
money or property pursuant to this Article VI, it shall pay out the money in the following order:


 


First: to the Trustee, its agents and attorneys
for amounts due under the Indenture, including payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;


 


Second: to Holders of such Securities for amounts
due and unpaid on such Securities for principal, premium, if any, and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal, premium, if any and interest, respectively; and


 


Third: to the Company or to such party as a court
of competent jurisdiction shall direct.


 


Subject to Section 2.14 hereof, the Trustee may fix a
record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10.


 


Section 6.11         Undertaking
for Costs.


 


In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against any Trustee for any action taken or omitted by it as a trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard
to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by
the Trustee, a suit by a Holder of a Security pursuant to Section 6.6 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then outstanding Securities of any Series.


 


ARTICLE VII.

TRUSTEE


 


Section 7.1           Duties
of Trustee.


 


(a)          Subject
to Section 7.2(h), if an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested
in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing,
the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction
of any of the Holders unless such Holders have offered the Trustee indemnity, security or prefunding satisfactory to the Trustee
in its sole discretion, as applicable, against loss, liability or expense.


 




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(b)          Except
during the continuance of an Event of Default:


 


(i)          The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee.


 


(ii)         In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions of Counsel which
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s
Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts contained therein).


 


(c)          The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i)          This
paragraph does not limit the effect of paragraph (b) of this Section.


 


(ii)         The
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a final
and non-appealable decision of a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts.


 


(iii)        The
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities
of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.


 


(d)          Every
provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section.


 


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


 


(f)          The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 




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(g)          No
provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance
of any of its duties, 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 is not reasonably assured to it.


 


(h)          The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care
as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


 


(i)          The
Company shall provide prompt written notice to the Trustee of any change to its fiscal year.


 


Section 7.2           Rights
of Trustee.


 


(a)          The
Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond or any other paper or document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion
of Counsel.


 


(c)          The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible
for any act or omission by any Depository.


 


(d)          The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct as determined
in a final and non-appealable decision of a court of competent jurisdiction.


 


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


 


(f)          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 from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon.


 


(g)          The
Trustee shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,


 




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note, other evidence of indebtedness or other paper or document made or
in connection with this Indenture; moreover, the Trustee shall not be bound to make any investigation into (i) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or (ii) the occurrence of any default,
or the validity, enforceability, effectiveness or genuineness of this Indenture or any other agreement, instrument or document
in connection herewith, 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 and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.


 


(h)          The
Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact
such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities generally or the Securities of a particular Series and this Indenture.


 


(i)          The
Trustee shall not be required to provide any bond or surety with respect to the execution of these trusts and powers.


 


(j)          In
no event shall the Trustee be responsible or liable for special, indirect, 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;


 


(k)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder;


 


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


 


(m)          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.


 


(n)          The
permissive rights of the Trustee enumerated herein shall not be construed as duties.


 




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Section 7.3           Individual
Rights of Trustee.


 


The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same
rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections
7.10 and 7.11. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that
if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such conflict within 90 days of acquiring such
conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign.


 


Section 7.4           Trustee’s
Disclaimer.


 


The Trustee makes no representation as to the validity
or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the
Securities, and it shall not be responsible for any statement of the Company in this Indenture, in the Securities or in any document
issued in connection with the sale of the Securities other than its authentication of such Securities.


 


Section 7.5           Notice
of Defaults.


 


If a Default or Event of Default occurs and is continuing
with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee (as provided in Section
7.2(h) hereof), the Trustee shall send to each Securityholder of the Securities of that Series in the manner provided by in TIA
§ 313(c), notice of a Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so
long as the Trustee in good faith determines that withholding the notice is in the interests of Securityholders of that Series.


 


Section 7.6           Reports
by Trustee to Holders.


 


Within 60 days after May 15 in each year following the
issuance of a Series of Securities under this Indenture, the Trustee shall transmit by mail to all Securityholders, as their names
and addresses appear on the register kept by the Registrar a brief report dated as of such May 15, in accordance with, and to the
extent required under, TIA § 313(a).


 


A copy of each report at the time of its mailing to Securityholders
of any Series shall be filed by the Trustee with the SEC and each stock exchange on which the Securities of that Series are listed,
if any. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange.


 


Section 7.7           Compensation
and Indemnity.


 


The Company shall pay to the Trustee from time to time
such compensation for its services as the Company and the Trustee shall agree upon in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses


 




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incurred by it. Such expenses shall include the reasonable compensation
and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify each of the Trustee, any predecessor
Trustee and each of their officers, directors, employees, counsel and agents (including the cost of defending itself or themselves)
against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of
the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as
Trustee or Agent and in connection with its acceptance of the trust under this Indenture. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company
of its obligations hereunder unless the Company is prejudiced or forfeits rights or defenses by such failure to be notified. The
Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.


 


The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee
through negligence or willful misconduct as determined by a court of competent jurisdiction in a final and un-appealable decision.


 


To secure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the
Trustee pursuant to Section 8.4, except that held in trust to pay principal of and interest on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services after
an Event of Default specified in Section 6.1(e) or (f) occurs, 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 termination
of this Indenture and the resignation or removal of the Trustee.


 


Section 7.8           Replacement
of Trustee.


 


A resignation or removal of the Trustee and appointment
of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in
this Section.


 


The Trustee may resign with respect to the Securities
of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of
a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying
the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if:


 


(a)          the
Trustee fails to comply with Section 7.10;


 




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(b)          the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c)          a
Custodian or public officer takes charge of the Trustee or its property; or


 


(d)          the
Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed with respect to the
Securities of a Series or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect to the Securities of such
Series. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Securities of such Series may appoint a successor Trustee with respect to the Securities of such Series to replace the successor
Trustee appointed by the Company.


 


If a successor Trustee with respect to the Securities
of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall send
a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with
respect to expenses and liabilities incurred by it prior to such replacement.


 


Section 7.9           Successor
Trustee by Merger, etc.


 


If the Trustee consolidates with, merges or converts into,
or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without
any further act shall be the successor Trustee.


 


Section 7.10         Eligibility;
Disqualification.


 


This Indenture shall always have a Trustee who satisfies
the requirements of TIA § 310(a)(1) and (2) and does not violate the prohibitions in TIA § 310(a)(5). The Trustee shall
always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.
The Trustee shall comply with TIA § 310(b).


 




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Section 7.11         Preferential
Collection of Claims Against Company.


 


The Trustee is subject to TIA § 311(a), excluding
any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA §
311(a) to the extent indicated.


 


ARTICLE VIII.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.1           Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at any time elect to have either Section
8.2 or 8.3 hereof be applied to all outstanding Securities of any Series upon compliance with the conditions set forth below in
this Article VIII.


 


Section 8.2           Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under Section 8.1 hereof
of the option applicable to this Section 8.2, the Company will, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such Series on
the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Securities
of such Series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and
the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations
under such Securities and this Indenture (and the Trustee for such Securities, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


 


(a)          the
rights of Holders of outstanding Securities of such Series to receive payments in respect of the principal of, or interest or premium,
if any, on, such Securities when such payments are due from the trust referred to in Section 8.4 hereof;


 


(b)          the
Company’s obligations with respect to such Securities under Article II hereof;


 


(c)          the
rights, powers, trusts, duties and immunities of the Trustee for such Securities hereunder and the Company’s obligations
in connection therewith; and


 


(d)          this
Article VIII.


 


Subject to compliance with this Article VIII, the Company
may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.


 




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Section 8.3           Covenant
Defeasance.


 


Upon the Company’s exercise under Section 8.1 hereof
of the option applicable to this Section 8.3, the Company will, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3 and 4.5, Section 5.1, and covenants
specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, in accordance with Section
2.2, with respect to the outstanding Securities of the applicable Series on and after the date the conditions set forth in Section
8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and such Securities will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders of such Securities (and the consequences of
any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Securities will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Securities of such Series, the Company may omit to comply with
and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of
Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected
thereby. In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3,
subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(d) or 6.1(g) hereof will not constitute
Events of Default.


 


Section 8.4           Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal Defeasance or Covenant
Defeasance under either Section 8.2 or 8.3 hereof with respect to Securities of any Series:


 


(a)          the
Company must irrevocably deposit with the Trustee for such Securities, in trust, for the benefit of the Holders of such Securities,
cash in Dollars, non-callable Government Securities (or, in the case of Securities denominated in a single currency other than
U.S. dollars, foreign government obligations), or a combination thereof, in such amounts as will be sufficient, in the opinion
of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of,
and premium, if any, and interest on, and any mandatory sinking fund payments in respect of the outstanding Securities of such
Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify
whether such Securities are being defeased to such stated date for payment or to a particular redemption date;


 


(b)          in
the case of an election under Section 8.2 hereof, the Company must deliver to the Trustee for such Securities an Opinion of Counsel
confirming that:


 


(1)         the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 




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(2)         since
the date of this Indenture, there has been a change in the applicable United States federal income tax law,


 


in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders and beneficial owners of the outstanding Securities of such Series will
not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and
will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;


 


(c)          in
the case of an election under Section 8.3 hereof, the Company must deliver to the Trustee for such Securities an Opinion of
Counsel to the effect that the Holders and beneficial owners of such Securities will not recognize income, gain or loss for
United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States
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;


 


(d)          no
Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not
result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which
the Company is bound;


 


(e)          such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;


 


(f)          the
Company must deliver to the Trustee for such Securities an Officer’s Certificate stating that the deposit was not made by
the Company with the intent of preferring the Holders of such Securities over the other creditors of the Company with the intent
of defeating, hindering, delaying or defrauding any creditors of the Company or others; and


 


(g)          the
Company must deliver to the Trustee for such Securities an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.5           Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.6 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Securities
of any Series will 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 (including the Company acting as 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, premium, if any, 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 will pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to
Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Securities of the applicable Series.


 


Notwithstanding anything in this Article VIII to the contrary,
the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized investment bank, appraisal
firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.4 hereof), are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.6           Repayment
to Company.


 


Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of, or premium, if any, or interest on, any Series of Securities
and remaining unclaimed for one year after such principal, premium, if any, or interest has become due and payable shall be paid
to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holders of such Securities
will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease.


 


Section 8.7           Reinstatement.


 


If, in connection with a Legal Defeasance or Covenant
Defeasance, the Trustee or Paying Agent is unable to apply any Dollars or non-callable Government Securities in accordance with
Section 8.5, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and the applicable Securities will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.5; provided, however, that, if the Company makes any payment of principal
of or interest on any such Securities following the reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE IX.

AMENDMENTS AND WAIVERS


 


Section 9.1           Without
Consent of Holders.


 


Notwithstanding Section 9.2 of this Indenture, the Company
and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder:


 




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(a)          to
cure any ambiguity or correct any inconsistency or defect hereunder;


 


(b)          to
provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(c)          to
evidence the assumption of the Company’s obligations to the Holders of the Securities by a successor to the Company pursuant
to Article V hereof;


 


(d)          to
add any additional Events of Default with respect to all or any Series of Securities outstanding hereunder;


 


(e)          to
provide for addition of guarantees for the benefit of the Holders of the Securities of any series or to add a guarantor or obligor
under this Indenture;


 


(f)          to
secure the Securities (or provide additional collateral) pursuant to the requirements of any covenant on liens in respect of such
Series of Securities or otherwise and provide the terms and conditions for the release or substitution of the Security (or additional
collateral);


 


(g)          to
add to, change or eliminate any of the provisions of this Indenture in any manner that will become effective only when there is
no outstanding Security which is entitled to the benefit of the provision as to which the modification would apply;


 


(h)          to
make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely
affect the Holders’ rights hereunder in any material respect or to surrender any right or power conferred upon the Company
hereunder;


 


(i)          to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


 


(j)          to
provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted;


 


(k)          to
eliminate any conflict between the terms of this Indenture and the TIA;


 


(l)          to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee; or


 


(m)          to
conform any provision of this Indenture, the Securities of any Series or any related security documents to the description of such
Securities contained in the Company’s prospectus, prospectus supplement, offering memorandum or similar document with respect
to the offering of the Securities of such Series.


 


Upon the request of the Company and upon receipt by the
Trustee of the documents described in Section 11.4 hereof, the Trustee will join with the Company in the


 




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execution of any amended or supplemental indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but
the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities
under this Indenture or otherwise.


 


Section 9.2           With
Consent of Holders.


 


The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each
Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series), 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 Securityholders
of each such Series. Except as provided in Section 6.4, the Holders of at least a majority in principal amount of the outstanding
Securities of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with
respect to such Series.


 


It shall not be necessary for the consent of the Holders
of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall
be sufficient if such consent approves the substance thereof. Upon the request of the Company and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee
of the documents described in Section 11.4 hereof, the Trustee will join with the Company in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended
or supplemental Indenture.


 


After a supplemental indenture or waiver under this section
becomes effective, the Company shall promptly mail to the Holders of Securities affected thereby a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.3           Limitations.


 


Without the consent of each Securityholder affected, an
amendment, supplement or waiver may not (with respect to any Securities held by a non-consenting Holder):


 


(a)          reduce
the amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


(b)          reduce
the rate of or extend the time for payment of interest (including default interest) on any Security;


 




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(c)          reduce
the principal of or premium, if any, on or change the Stated Maturity of any Security or reduce the amount of, or postpone the
date fixed for, the payment of any sinking fund or analogous obligation;


 


(d)          reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


 


(e)          waive
a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration
of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such
Series and a waiver of the payment default that resulted from such acceleration);


 


(f)          make
the principal or premium, if any, of or interest, if any, on any Security payable in any currency other than that stated in the
Security;


 


(g)          make
any change in Sections 6.4, 6.7 or 9.3; or


 


(h)          waive
a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Security.


 


Section 9.4           Compliance
with Trust Indenture Act.


 


Every amendment or supplement to this Indenture or the
Securities of one or more Series shall be set forth in an amended or supplemental indenture that complies with the TIA as then
in effect.


 


Section 9.5           Revocation
and Effect of Consents.


 


(a)          Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the
Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder subject to
Section 9.5(d) may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation
before the date the amendment, supplement or waiver becomes effective.


 


(b)          An
amendment, supplement or waiver effective in accordance with its terms will thereafter bind every Holder.


 


(c)          For
purposes of this Indenture, the consent of the Holder of a Global Security shall be deemed to include any consent delivered by
any member of, or participant in, any Depository, any nominees thereof and their respective successors and assigns, or such other
depository institution hereinafter appointed by the Company (“Depository Entity”) by electronic means in accordance
with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, such Depository
Entity.


 




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(d)          The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall
be entitled to revoke any consent previously given, whether or not such persons continue to be Holders after such record date.
No such consent shall be valid or effective for more than 120 days after such record date. The Company shall inform the Trustee
of the fixed record date, if applicable.


 


(e)          Any
amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it
is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each
Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security.


 


Section 9.6           Notation
on or Exchange of Securities.


 


The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities
of that Series may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Securities of that Series that
reflect the amendment or waiver.


 


Section 9.7           Trustee
Protected.


 


In executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this
Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated
to, enter into any supplemental indenture which affects the Trustee’s own rights, duties, obligations or immunities under
this Indenture or otherwise.


 


ARTICLE X.

SATISFACTION AND DISCHARGE


 


Section 10.1         Satisfaction
and Discharge.


 


This Indenture will be discharged and will cease to be
of further effect as to a Series of Securities issued hereunder, when:


 


(a)          either:


 


(i)          all
such Securities that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities
for whose payment


 




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money has theretofore been deposited in trust and thereafter repaid
to the Company, have been delivered to the Trustee for cancellation; or


 


(ii)         all
such Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing
of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Securities, cash
in Dollars, non-callable Government Securities (or, in the case of Securities denominated in a single currency other than U.S.
dollars, foreign government obligations), or a combination thereof, in such amounts as will be sufficient without consideration
of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;


 


(b)          no
Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound;


 


(c)          the
Company has paid or caused to be paid all sums payable by it under this Indenture; and


 


(d)          the
Company has delivered irrevocable instructions to the Trustee for such Securities under this Indenture to apply the deposited money
toward the payment of such Securities at maturity or on the redemption date, as the case may be.


 


In addition, the Company must deliver an Officer’s Certificate and
an Opinion of Counsel to the Trustee for such Securities stating that all conditions precedent to satisfaction and discharge have
been satisfied, and all fees and expenses of the Trustee shall have been paid.


 


Notwithstanding the satisfaction and discharge of this
Indenture, if money has been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 10.1, the provisions
of Sections 10.2 and 8.6 hereof will survive. In addition, nothing in this Section 10.1 will be deemed to discharge those provisions
of Section 7.7 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.


 


Section 10.2         Application
of Trust Money.


 


Subject to the provisions of Section 8.6 hereof, all money
or Government Securities deposited with the Trustee pursuant to Section 10.1 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Securities with respect to with such deposit was made and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as such Trustee may determine,
to the persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except to the extent required by law.


 




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If the Trustee or Paying Agent is unable to apply any
money or Government Securities in accordance with Section 10.1 hereof by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the applicable Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 10.1 hereof; provided that if the Company has made any payment of principal of, or premium, if any, or interest
on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE XI.

MISCELLANEOUS


 


Section 11.1         Trust
Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies,
or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed
provision shall control.


 


Section 11.2         Notices.


 


Any notice or communication by the Company or the Trustee
to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and (a) delivered in person, (b) mailed
by first-class mail or overnight mail, (c) sent by overnight air courier with next Business Day delivery or (d) delivered electronically
(in .pdf or similar format) if, in case of electronic notices, receipt is confirmed:


 


if to the Company:


 


CNO Financial Group, Inc.

11825 N. Pennsylvania Street

Carmel, Indiana 46032

Attention: Karl W. Kindig

Facsimile No.:  (317) 817-5948


 


With a copy to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Roxane Reardon


 


if to the Trustee:


 


Wilmington Trust, National Association


Corporate Capital Markets


50 South Sixth Street/ Suite 1290


 




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Minneapolis, MN 55402


Attention: CNO Financial Administrator


Facsimile: (612) 217-5651


 


With a copy to (which shall not constitute notice):


 


Winston & Strawn LLP


200 Park Avenue


New York, NY 10166-4193


Attention: Bart Pisella & Timothy Kober


Facsimile: (212) 294-4700


 


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


 


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


 


All notices and communications (other than those sent
to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; the next Business Day after timely delivery to the courier, if sent
by overnight air courier for next Business Day delivery; and when receipt is confirmed, if delivered electronically.


 


Any notice or communication to a Securityholder shall
be mailed by first-class mail to his address shown on the register kept by the Registrar, unless otherwise provided with respect
to the applicable Series. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall
not affect its sufficiency with respect to other Securityholders of that or any other Series.


 


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 by mail, then such notification as shall be made
with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


If a notice or communication is mailed or published in
the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it.


 


If the Company mails a notice or communication to Securityholders,
it shall mail a copy to the Trustee and each Agent at the same time.


 


Where the Indenture provides for notice of any event to
a Holder of a Global Security, such notice shall be sufficiently given if given to the Depository for such Global Security (or
its designee), pursuant to the applicable procedures of the Depository, not later than


 




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the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice.


 


Section 11.3         Communication
by Holders with Other Holders.


 


Securityholders of any Series may communicate pursuant
to TIA § 312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture
or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).


 


Section 11.4         Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


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


 


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


 


Section 11.5         Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.5 hereof and
TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and 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 11.6         Rules
by Trustee and Agents.


 


The Trustee may make reasonable rules for action by or
a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its
functions.


 




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Section 11.7         Legal
Holidays.


 


Unless otherwise provided by Board Resolution, Officer’s
Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business
Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


Section 11.8         No
Recourse Against Others.


 


No past, present or future director, officer, stockholder
or employee, as such, of the Company or any successor corporation shall have any liability for any obligation of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for
the execution of this Indenture and the issue of the Securities.


 


Section 11.9         Counterparts.


 


This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


 


Section 11.10         Governing
Law; Waiver of Trial by Jury.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY,
THE TRUSTEE and each Holder by accepting
a Security 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 OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


Section 11.11         No
Adverse Interpretation of Other Agreements.


 


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


 


Section 11.12         Successors.


 


All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.


 




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Section 11.13         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.


 


Section 11.14         Table
of Contents, Headings, Etc.


  


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 hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 11.15         Securities
in a Foreign Currency.


 


Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular
Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage
in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding
and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars,
then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 11.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers
of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason
with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation
of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The
City of New York or in the country of issue of the currency in question or such other quotations as the Company shall deem appropriate.
The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.


 


All decisions and determinations of the Company regarding
the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding
upon all Holders.


 


Section 11.16         Multiple
Originals.


 


The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove
this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or “pdf” transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture and signature pages for all purposes.


 




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Section 11.17         Force
Majeure.


 


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


 


Section 11.18         U.S.A.
Patriot Act.


 


The parties hereto acknowledge that in accordance with
Section 326 of the U.S.A. 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 agreement agree that they will provide the Trustee with
such information as it may request in order to satisfy the requirements of the USA Patriot Act.


 


ARTICLE XII.

SINKING FUNDS


 


Section 12.1         Applicability
of Article.


 


The provisions of this Article XII shall be applicable
to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of
Security of such Series issued pursuant to this Indenture.


 


The minimum amount of any sinking fund payment provided
for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any
other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.”
If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided
for by the terms of the Securities of such Series.


 


Section 12.2         Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (a) deliver
outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (b) apply as a credit Securities of such Series to which such sinking fund payment
is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that


 




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such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15 days prior to
the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose
by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash
payments pursuant to this Section 12.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except
upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time
to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid
principal amount equal to the cash payment required to be released to the Company.


 


Section 12.3         Redemption
of Securities for Sinking Fund.


 


Not less than 45 days (unless otherwise indicated in the
Board Resolution, supplemental indenture or Officer’s Certificate in respect of a particular Series of Securities) prior
to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting of Securities of that Series pursuant to Section 12.2, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 15 days (unless otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental
indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4,
3.5 and 3.6.


 




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


 


	 	CNO Financial Group, Inc.
	 	 	 
	 	By: 	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	[Trustee Signature Follows]


 




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	 	Wilmington Trust, National

Association, not in its individual capacity but

solely as Trustee
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title: 	 


 




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