Exhibit 4.1


 





Sandy
Spring Bancorp, inc.


 


SUBORDINATED
INDENTURE


 


DATED
AS OF NOVEMBER 5, 2019


 


wilmington
trust, national association, AS TRUSTEE


 



     


     


    

 





TABLE OF CONTENTS


 





	 	 		Page
    Number
	 	 	 	 
	ARTICLE
    I	DEFINITIONS AND
    INCORPORATION BY REFERENCE	1
	 	Section 1.1	Definitions	1
	 	Section 1.2	Other
    Definitions	6
	 	Section 1.3	Incorporation
    by Reference of Trust Indenture Act	6
	 	Section 1.4	Rules
    of Construction	6
	 	 	 	 
	ARTICLE
    II	THE SECURITIES	7
	 	Section 2.1	Issuable
    in Series	7
	 	Section 2.2	Establishment
    of Terms of Series of Securities	7
	 	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	11
	 	Section 2.9	Outstanding
    Securities	12
	 	Section 2.10	Treasury
    Securities	12
	 	Section 2.11	Temporary
    Securities	13
	 	Section 2.12	Cancellation	13
	 	Section 2.13	Defaulted
    Interest	13
	 	Section 2.14	Global
    Securities	13
	 	Section 2.15	CUSIP
    Numbers	15
	 	 	 	 
	ARTICLE
    III	REDEMPTION	15
	 	Section 3.1	Notice
    to Trustee	15
	 	Section 3.2	Selection
    of Securities to be Redeemed	15
	 	Section 3.3	Notice
    of Redemption	16
	 	Section 3.4	Effect
    of Notice of Redemption	16
	 	Section 3.5	Deposit
    of Redemption Price	17
	 	Section 3.6	Securities
    Redeemed in Part	17
	 	 	 	 
	ARTICLE
    IV	COVENANTS	17
	 	Section 4.1	Payment
    of Principal and Interest	17
	 	Section 4.2	SEC
    Reports	17
	 	Section 4.3	Compliance
    Certificate	17
	 	Section 4.4	Stay,
    Extension and Usury Laws	17
	 	Section 4.5	Corporate
    Existence	18
	 	Section 4.6	Taxes	18
	 	 	 	 
	ARTICLE
    V	SUCCESSORS	18
	 	Section 5.1	When
    Company May Merge, Etc.	18
	 	Section 5.2	Successor
    Corporation Substituted	18



 






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	ARTICLE
    VI	DEFAULTS AND REMEDIES	19
	 	Section
    6.1	Events
    of Default	19
	 	Section 6.2	Acceleration
    of Maturity; Rescission and Annulment	20
	 	Section 6.3	Collection
    of Indebtedness and Suits for Enforcement by Trustee	21
	 	Section 6.4	Trustee
    may File Proofs of Claim	21
	 	Section 6.5	Trustee
    may Enforce Claims Without Possession of Securities	22
	 	Section 6.6	Application
    of Money Collected	22
	 	Section 6.7	Limitation
    on Suits	22
	 	Section 6.8	Unconditional
    Right of Holders to Receive Principal and Interest	23
	 	Section 6.9	Restoration
    of Rights and Remedies	23
	 	Section 6.10	Rights
    and Remedies Cumulative	23
	 	Section 6.11	Delay
    or Omission Not Waiver	23
	 	Section 6.12	Control
    by Holders	24
	 	Section 6.13	Waiver
    of Past Defaults	24
	 	Section 6.14	Undertaking
    for Costs	24
	 	 	 	 
	ARTICLE
    VII	TRUSTEE	25
	 	Section 7.1	Duties
    of Trustee	25
	 	Section 7.2	Rights
    of Trustee	26
	 	Section 7.3	Individual
    Rights of Trustee	28
	 	Section 7.4	Trustee’s
    Disclaimer	28
	 	Section 7.5	Notice
    of Defaults	28
	 	Section 7.6	Reports
    by Trustee to Holders	28
	 	Section 7.7	Compensation
    and Indemnity	28
	 	Section 7.8	Replacement
    of Trustee	29
	 	Section 7.9	Successor
    Trustee by Merger, Etc.	30
	 	Section 7.10	Eligibility;
    Disqualification	30
	 	Section 7.11	Referential
    Collection of Claims Against Company	30
	 	 	 	 
	ARTICLE
    VIII	SATISFACTION AND
    DISCHARGE; DEFEASANCE	30
	 	Section 8.1	Satisfaction
    and Discharge of Indenture	30
	 	Section 8.2	Application
    of Trust Funds; Indemnification	31
	 	Section 8.3	Legal
    Defeasance of Securities of any Series	32
	 	Section 8.4	Covenant
    Defeasance	33
	 	Section 8.5	Repayment
    to Company	34
	 	 	 	 
	ARTICLE
    IX	AMENDMENTS AND WAIVERS	34
	 	Section 9.1	Without
    Consent of Holders	34
	 	Section 9.2	With
    Consent of Holders	36
	 	Section 9.3	Limitations	36
	 	Section 9.4	Compliance
    with Trust Indenture Act	37
	 	Section 9.5	Revocation
    and Effect of Consents	37
	 	Section 9.6	Notation
    on or Exchange of Securities	37
	 	Section 9.7	Trustee
    Protected	37



 






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	ARTICLE
    X	MISCELLANEOUS	37
	 	Section
    10.1	Trust
    Indenture Act Controls	37
	 	Section 10.2	Notices	37
	 	Section 10.3	Communication
    by Holders with Other Holders	38
	 	Section 10.4	Certificate
    and Opinion as to Conditions Precedent	39
	 	Section 10.5	Statements
    Required in Certificate or Opinion	39
	 	Section 10.6	Rules
    by Trustee and Agents	39
	 	Section 10.7	Legal
    Holidays	39
	 	Section 10.8	No
    Recourse Against Others	39
	 	Section 10.9	Counterparts	39
	 	Section 10.10	Governing
    Laws	40
	 	Section 10.11	No
    Adverse Interpretation of Other Agreements	40
	 	Section 10.12	Successors	40
	 	Section 10.13	Severability	40
	 	Section 10.14	Table
    of Contents, Headings, Etc.	40
	 	 	 	 
	ARTICLE
    XI	SINKING FUNDS	41
	 	Section 11.1	Applicability
    of Article	41
	 	Section 11.2	Satisfaction
    of Sinking Fund Payments with Securities	41
	 	Section 11.3	Redemption
    of Securities for Sinking Fund	42
	 	 	 	 
	ARTICLE
    XII	SUBORDINATION OF
    SECURITIES	42
	 	Section 12.1	Agreement
    of Subordination	42
	 	Section 12.2	Payments
    to Holders	42
	 	Section 12.3	Subrogation
    of Securities	45
	 	Section 12.4	Authorization
    to Effect Subordination	46
	 	Section 12.5	Notice
    to Trustee	46
	 	Section 12.6	Trustee’s
    Relation to Senior Indebtedness	47
	 	Section 12.7	No
    Impairment of Subordination	47
	 	Section 12.8	Article
    Applicable to Paying Agents	47
	 	Section 12.9	Senior
    Indebtedness Entitled to Rely	48





















 






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CROSS REFERENCE TABLE


 

	Trust Indenture	 	Indenture
	Act
    Section	 	Section
	Section 310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	N/A
	 	(a)(4)	N/A
	 	(a)(5)	7.10
	 	(b)	7.10
	Section 311	(a)	7.11
	 	(b)	7.11
	 	(c)	N/A
	Section 312	(a)	2.6
	 	(b)	10.3
	 	(c)	10.3
	Section 313	(a)	7.6
	 	(b)(1)	7.6
	 	(b)(2)	7.6
	 	(c)(1)	7.6
	 	(d)	7.6
	Section 314	(a)	4.2,
    10.5
	 	(b)	N/A
	 	(c)(1)	10.4
	 	(c)(2)	10.4
	 	(c)(3)	N/A
	 	(d)	N/A
	 	(e)	10.5
	 	(f)	N/A
	Section 315	(a)	7.1
	 	(b)	7.5
	 	(c)	7.1
	 	(d)	7.1
	 	(e)	6.14
	Section 316	(a)	2.10
	 	(a)(1)(A)	6.12
	 	(a)(1)(B)	6.13
	 	(b)	6.8
	Section 317	(a)(1)	6.3
	 	(a)(2)	6.4
	 	(b)	2.5
	Section 318	(a)	10.1


 


* This Cross Reference Table shall not, for any purpose, be
deemed to be part of the Indenture.


 



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This SUBORDINATED
INDENTURE, dated as of November 5, 2019 is made by and between SANDY SPRING BANCORP, INC., a Maryland corporation (the
 “Company”), and Wilmington Trust, National Association,
a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee
(the “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 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, Paying Agent or Service Agent.


 


“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, Officers’ Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday, a legal holiday or any other day on which banking institutions in
the City of New York, New York, or any Place of Payment are authorized or required by law, regulation or executive order to close;
provided, however, that in the case of any floating rate interest payment date, such day is also a London banking day.


 


“Capital
Stock” means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate
stock.


 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 






    1


     


    

 


“Company
Order” means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting officer.


 


“Company
Request” means a written request signed in the name of the Company by its Chief Executive Officer, the President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at 1100 North Market Street, Wilmington, Delaware 19890,
Attention: Sandy Spring Bancorp, Inc. Administrator, or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company).


 


“Default”
means any event which 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.


 


“Designated
Senior Indebtedness” means any of the Company’s senior indebtedness that expressly provides that it is “designated
senior indebtedness” for purposes of this Indenture (provided that the instrument, agreement or other document creating
or evidencing such Senior Indebtedness may place limitations and conditions on the right of such Senior Indebtedness to exercise
the rights of Designated Senior Indebtedness).


 


“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 Stated Maturity thereof pursuant to Section 6.2.


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect as of the date of determination.


 






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“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.


 


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


 


“Indebtedness”
means, with respect to any person, and without duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such person for borrowed money (including obligations of the Company in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or
not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments (whether or not
the recourse of the lender is to the whole of the assets of such person or to only a portion thereof) (other than any account
payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining
of materials or services), (b) all reimbursement obligations and other liabilities (contingent or otherwise) of such person with
respect to letters of credit, bank guarantees or bankers’ acceptances, (c) all obligations and liabilities (contingent or
otherwise) in respect of leases of such person required, in conformity with GAAP, to be accounted for as capitalized lease obligations
on the balance sheet of such person and all obligations and other liabilities (contingent or otherwise) under any lease or related
document (including a purchase agreement) in connection with the lease of real property which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of
the leased property to the lessor and the obligations of such person under such lease or related document to purchase or to cause
a third party to purchase such leased property, (d) all obligations of such person (contingent or otherwise) with respect to an
interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange,
purchase or similar instrument or agreement, (e) all direct or indirect guaranties or similar agreements by such person in respect
of, and obligations or liabilities (contingent or otherwise) of such person to purchase or otherwise acquire or otherwise assure
a creditor against loss in respect of indebtedness, obligations or liabilities of another person of the kind described in clauses
(a) through (d), (f) any indebtedness or other obligations described in clauses (a) through (e) secured by any mortgage, pledge,
lien or other encumbrance existing on property which is owned or held by such person, regardless of whether the indebtedness or
other obligation secured thereby shall have been assumed by such person and (g) any and all refinancings, replacements, deferrals,
renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability
of the kind described in clauses (a) through (f).


 


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


 



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“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, or otherwise.


 


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


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


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


 


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


 


“Place of
Payment,” when used with respect to the Securities of or within any Series, means the place or places where the principal
of (and premium, if any) and interest, if any, on such Securities are payable as specified and as contemplated by Section 2.1.


 


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


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness
issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness,
any holder or owner of such Senior Indebtedness acting with the consent of the required persons necessary to bind such holders
or owners of such Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such
Senior Indebtedness.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject, in each case, who has direct responsibility for the administration of this Indenture.


 


“SEC”
means the Securities and Exchange Commission.


 


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


 






    4


     


    

 


“Senior Indebtedness”
means the principal, premium, if any, interest, including any interest accruing after bankruptcy, Additional Amounts, if any,
and rent or termination payment on or other amounts due on the Company’s current or future indebtedness, whether created,
incurred, assumed, guaranteed or in effect guaranteed by us, including any deferrals, renewals, extensions, refundings, amendments,
modifications or supplements to the above. However, Senior Indebtedness does not include: (i) indebtedness that expressly provides
that it shall not be senior in right of payment to the Securities or expressly provides that it is on the same basis or junior
to the Securities; (ii) the Company’s indebtedness to any of the Company’s Subsidiaries; and (iii) the Securities.


 


“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.


 


“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.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; 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.


 


“U.S. Government
Obligations” means securities which are (a) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, and which in the case of clauses (a) and (b) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation evidenced by such depository receipt.


 






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Section 1.2           
Other Definitions.


 


	Term	 	Defined
    in Section	 
	“Bankruptcy Law”	 	 	6.1	 
	“Custodian”	 	 	6.1	 
	“Event of Default”	 	 	6.1	 
	“Legal Holiday”	 	 	10.7	 
	“mandatory sinking fund payment”	 	 	11.1	 
	“optional sinking fund payment”	 	 	11.1	 
	“Paying Agent”	 	 	2.4	 
	“Payment Blockage Notice”	 	 	12.2	 
	“Registrar”	 	 	2.4	 
	“Service Agent”	 	 	2.4	 
	“successor person”	 	 	5.1	 



 


Section 1.3            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:


 


“default”
means Event of Default.


 


“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 and 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 1.4           
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 generally accepted accounting
                                         principles;



 


		(c)	references to “generally
                                         accepted accounting principles” and “GAAP” shall mean generally accepted
                                         accounting principles in the United States of America, consistently applied, in effect
                                         as of the time when and for the period as to which such accounting principles are to
                                         be applied;



 






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		(d)	“or” is not exclusive;



 


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



 


		(f)	provisions apply to successive
                                         events and transactions.



 


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 or
determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption
of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued
from time to time, the Board Resolution, Officers’ 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, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in
the manner set forth in Article XII, to all Senior Indebtedness of the Company.


 


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
(as to the Series generally, in the case of Section 2.2(a) and either as to such Securities within the Series or as to the Series
generally, in the case of Sections 2.2(b) through 2.2(q)) by or pursuant to a Board Resolution, and set forth or determined in
the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


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



 


		(e)	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 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, 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;



 






    7


     


    

 


		(f)	the Place of Payment 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;



 


		(g)	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;



 


		(h)	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;



 


		(i)	the dates, if any, on which and
                                         the price or prices at which the Securities of the Series will be repurchased by the
                                         Company at the option of the Holders thereof and other detailed terms and provisions
                                         of such repurchase obligations;



 


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



 


		(k)	the forms of the Securities of
                                         the Series in fully registered form whether the Securities will be issuable as Global
                                         Securities;



 


		(l)	if other than the entire 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;



 


		(m)	the provisions, if any, relating
                                         to any lien, security or encumbrance provided for the Securities of the Series;



 


		(n)	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;



 


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



 


		(p)	any other terms of the Securities
                                         of the Series (which may modify or delete any provision of this Indenture insofar as
                                         it applies to such Series); and



 






    8


     


    

 


		(q)	any depositories, interest rate
                                         calculation agents, exchange rate calculation agents or other agents with respect to
                                         Securities of such Series if other than those appointed herein.



 


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 Officers’ Certificate referred to
above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities
of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 


Section 2.3           
Execution and Authentication.


 


An 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. Such a 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 Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order
may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized
agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ 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 Officers’ Certificate delivered pursuant to Section
2.2, except as provided in Section 2.8.


 


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 Officers’ 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 Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


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 shall determine that such action would
expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.


 






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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
of Payment 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 (the “Paying Agent”), where Securities of such Series may be surrendered
for registration of transfer or exchange (the “Registrar”) and where notices and demands (other than service of process)
to or upon the Company in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”).
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,
Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or
Service 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 (other than service of process).


 


The Company may also
from time to time designate one or more co-registrars, additional paying agents or additional service 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, Paying Agent and Service 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, additional paying agent or additional
service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service agent.


 


The Company hereby
appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service 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 or interest on the Series of Securities, and will 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.


 






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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 Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least 10 calendar days before
each interest payment date 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 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 Section 2.11, 3.6 or 9.6).


 


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 15 calendar 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.


 


Notwithstanding anything
herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer complies
with the registration provisions of or exemptions from the Securities Act of 1933 or applicable state securities laws.


 


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 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 satisfactory 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 its request 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.


 






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Upon the issuance
of any new Security under this Section 2.8, 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 2.8 in lieu of any mutilated, 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 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.


 


Section 2.9           
Outstanding Securities. 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 on a Global Security
effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.9 as not outstanding.


 


If a Security is replaced
pursuant to Section 2.8, such Security ceases to be outstanding until the Trustee receives proof satisfactory to it that the replacement
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 on the Maturity of Securities of a
Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series
cease to be outstanding and interest on them ceases to accrue (to the extent of the Maturity of such Security if less than the
entire principal amount is due and payable on such date of Maturity).


 


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 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 the Trustee actually
knows are so owned shall be so disregarded.


 






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Section 2.11          Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order. Temporary 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 request shall authenticate definitive Securities of the same Series and Stated 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.
All Securities surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange
or for credit against any sinking fund payment shall, if surrendered to any person other than the Trustee, be delivered to the
Trustee, and any such Securities and coupons and Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee
(or to any other person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which
the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company
shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 2.12, except as expressly
permitted by this Indenture. Cancelled Securities held by the Trustee shall be destroyed by the Trustee in accordance with its
customary procedures. The Company by Company Order may direct the Trustee to deliver a certificate of such destruction to the
Company.


 


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 the record date and payment date. At least 10 calendar days
before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the
record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful
manner.


 


Section 2.14          Global
Securities.


 


		(a)	Terms of Securities. A Board
                                         Resolution, a supplemental indenture hereto or an Officers’ 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 and in addition thereto, any
                                         Global Security shall be exchangeable pursuant to Section 2.7 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 calendar days of such event, (ii) the Company executes and delivers to
                                         the Trustee an Officers’ Certificate to the effect that such Global Security shall
                                         be so exchangeable 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.



 






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Except as provided in this Section
2.14(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:



 


“This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee
of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or
its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the
Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 


		(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 2.14(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.



 



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Section 2.15          CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so,
the Trustee shall use “CUSIP” 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.


 


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 of the redemption date and the principal amount of Series of Securities to be redeemed. The Company
shall give the notice at least 45 calendar 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 Officers’ Certificate, if less than all the Securities of any Series issued on the same day with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 calendar days prior to the redemption
date by the Trustee, from the outstanding Securities of such Series issued on such date with the same terms not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate, and, in the case of global Securities, in accordance
with the procedures of the depositary; provided that such method complies with the rules of any national securities exchange
or quotation system on which the Securities are listed, and may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that Series or any integral multiple thereof) of the principal amount of
Securities of such Series of a denomination larger than the minimum authorized denomination for Securities of that Series; provided,
however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to
less than the minimum authorized denomination for Securities of such Series (so long as the Trustee knows of such listing).


 


The Trustee shall
promptly notify the Company and the Registrar (if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which
has been or is to be redeemed.


 






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Notwithstanding the
foregoing, if any Security to be redeemed is a Global Security then any partial redemption of that Series of Securities will be
made in accordance with the Depository’s applicable procedures among all Holders of such Series of Securities.


 


Section 3.3            Notice
of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or
an Officers’ Certificate, at least 30 calendar days but not more than 60 calendar 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.


 


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


 


		(a)	the redemption date;



 


		(b)	the redemption price and accrued
                                         interest, if any, to the redemption date payable as provided;



 


		(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, if any;



 


		(g)	any conditions precedent that must
                                         be satisfied prior to the redemption; and



 


		(h)	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 given at least five Business Days prior to the date such notice is given to Holders, the Trustee shall give the notice
of redemption in the Company’s name and at its expense.


 


Section 3.4            Effect
of Notice of Redemption. Once notice of redemption is mailed 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, subject to, with respect to any redemption
that is conditioned upon the satisfaction of any conditions precedent, (i) the delay of such redemption date until such time as
any or all of such conditions precedent have been satisfied or (ii) the revocation of such redemption if the Company determines
that such conditions precedent will not be satisfied. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to, but excluding, the redemption date; provided that 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.


 






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Section 3.5        Deposit
of Redemption Price. On or before the redemption date, the Company shall deposit with the 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 duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the
terms of such Securities and this Indenture.


 


Section 4.2        SEC
Reports. The Company shall deliver to the Trustee within 15 calendar days after it files them with the SEC copies of the annual
reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’
Certificate).


 


Section 4.3        Compliance
Certificate. The Company shall deliver to the Trustee, within 120 calendar days after the end of each fiscal year of the Company,
an Officers’ Certificate 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 Officers 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/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
hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he
may have knowledge).


 


The Company will,
so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event
of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.


 


Section 4.4        Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law has been enacted.


 






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Section 4.5        Corporate
Existence. Subject to Article V, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the rights (charter and statutory), licenses and franchises of the Company; provided,
however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries
taken as a whole and that the loss thereof is not adverse in any material respect to the Holders.


 


Section 4.6        Taxes.
The Company shall pay prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and
by appropriate proceedings.


 


ARTICLE
V

SUCCESSORS


 


Section 5.1        When
Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its properties and assets to, any person (a “successor person”), nor shall the Company permit
any other person to consolidate with or merge into it or convey, transfer or lease all or substantially all of its properties
and assets to it, in either case unless:


 


		(a)	the Company is the surviving corporation
                                         or the successor person (if other than the Company) is a corporation organized and validly
                                         existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s
                                         obligations on the Securities and under this Indenture; and



 


		(b)	immediately after giving effect
                                         to the transaction, and treating any indebtedness that becomes the obligation of the
                                         Company or any of its Subsidiaries as having been incurred at the effective date of such
                                         transaction no Default or Event of Default shall have occurred and be continuing.



 


The Company shall
deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect
and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Section 5.2        Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into
or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such
successor person has been named as the Company herein; provided, however, that the predecessor Company in the case
of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this
Indenture and the Securities.


 






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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 Officers’ 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 calendar days (unless the entire amount of such payment is
                                         deposited by the Company with the Trustee or with a Paying Agent prior to the expiration
                                         of such period of 30 calendar days);



 


		(b)	default in the payment of principal
                                         of any Security of that Series at its Maturity;



 


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



 


		(d)	default in the performance or breach
                                         of any covenant or warranty of the Company in this Indenture (other than a covenant or
                                         warranty for which the consequences of nonperformance or breach are addressed elsewhere
                                         in this Section 6.1 and other than a covenant or warranty that has been included in this
                                         Indenture solely for the benefit of Series of Securities other than that Series), which
                                         default or breach continues uncured or unwaived in accordance with the provisions of
                                         this Indenture for a period of 90 calendar days after there has been given, by registered
                                         or certified mail, to the Company by the Trustee or to the Company and the Trustee by
                                         the Holders of not less than 25.0% in aggregate principal amount of the outstanding Securities
                                         of that Series a written notice specifying such default or breach and requiring it to
                                         be remedied and stating that such notice is a “Notice of Default” hereunder;



 


		(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



 






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		(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 calendar 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 Officers’ Certificate, in accordance with
                                         Section 2.2(n).



 


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.


 


Section 6.2        Acceleration
of Maturity; Rescission and Annulment. Except to the extent provided otherwise in the establishing Board Resolution, supplemental
indenture or Officers’ Certificate for such Series, 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 6.1(f)), then in every
such case the Trustee or the Holders of not less than 25.0% in aggregate 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 portion thereof) 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 6.1(f) shall occur, the principal amount (or
portion thereof) of and accrued and unpaid interest, if any, on all outstanding Securities shall automatically 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 and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article VI provided, 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 all Events of Default with respect to Securities of that Series, other than the non-payment
of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.13.


 


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


 






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Section 6.3         Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


		(a)	default is made in the payment
                                         of any interest on any Security when such interest becomes due and payable and such default
                                         continues for a period of 30 calendar days,



 


		(b)	default is made in the payment
                                         of principal of any Security at the Maturity thereof, or



 


		(c)	default is made in the deposit
                                         of any sinking fund payment when and as due by the terms of a Security,



 


then, the Company will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


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


 


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


 


Section 6.4        Trustee
may File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive
any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.


 






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Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.5        Trustee
may Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities
in respect of which such judgment has been recovered.


 


Section 6.6        Application
of Money Collected. Any money collected by the Trustee pursuant to this Article VI shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:


 


First: To the payment
of all amounts due the Trustee under Section 7.7; and


 


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


 


Third: To the Company.


 


Section 6.7        Limitation
on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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



 


		(b)	the Holders of not less than 25.0%
                                         in aggregate principal amount of the outstanding Securities of that Series shall have
                                         made written request to the Trustee to institute proceedings in respect of such Event
                                         of Default in its own name as Trustee hereunder;



 






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



 


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



 


		(e)	no direction inconsistent with
                                         such written request has been given to the Trustee during such 60 calendar day period
                                         by the Holders of a majority in principal amount of the outstanding Securities of that
                                         Series;



 


it being understood and intended that
no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.


 


Section 6.8         Unconditional
Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any,
on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section 6.9        Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and
the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 6.10      Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11      Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 






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Section 6.12      Control
by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such Series; provided that:


 


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



 


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



 


		(c)	subject to the provisions of Section
                                         6.1, the Trustee shall have the right to decline to follow any such direction if the
                                         Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that
                                         the proceeding so directed would involve the Trustee in personal liability.



 


Section 6.13      Waiver
of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series
may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series
and its consequences, except a Default (a) in the payment of the principal of or interest on any Security of such Series (provided,
however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an
acceleration and its consequences, including any related payment default that resulted from such acceleration) or (b) in respect
of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security
of such Series affected. 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 6.14      Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity
or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date).


 






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ARTICLE
VII

TRUSTEE


 


Section 7.1         Duties
of Trustee.


 


		(a)	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 their own affairs.



 


		(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. The Trustee
                                         shall not be liable for any action it takes or omits to take in good faith that it believes
                                         to be authorized or within its rights or powers. The Trustee is not required to give
                                         any bond or surety with respect to the performance of its duties or the exercise of its
                                         powers under this Indenture. The permissive right of the Trustee to take the actions
                                         permitted by this Indenture shall not be construed as an obligation or duty to do so.



 


		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 Officers’ Certificates or Opinions of Counsel
                                         furnished to the Trustee and conforming to the requirements of this Indenture; however,
                                         in the case of any such Officers’ Certificates or Opinions of Counsel which by
                                         any provisions hereof are specifically required to be furnished to the Trustee, the Trustee
                                         shall examine such Officers’ Certificates and Opinions of Counsel to determine
                                         whether or not they conform to the requirements of this Indenture.



 


		(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 7.1.



 


		ii.	The Trustee shall not be liable for
                                         any error of judgment made in good faith by a Responsible Officer, unless it is proved
                                         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 this Section 7.1 and Section 7.2.



 






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		(e)	The Trustee may refuse to perform
                                         any duty or exercise any right or power at the request or direction of any Holder unless
                                         it receives security or indemnity satisfactory to it against any loss, liability or expense.



 


		(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.



 


		(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 satisfactory
                                         indemnity against such risk is not 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 (b) and (c) of this Section 7.1 with respect to
                                         the Trustee.



 


Section 7.2         Rights
of Trustee.


 


		(a)	The Trustee may rely on and shall
                                         be protected in acting or refraining from acting upon any 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 Officers’ Certificate, an 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 Officers’ Certificate and/or Opinion of Counsel.



 


		(c)	The Trustee may act through agents
                                         and shall not be responsible for the misconduct or negligence of any agent 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.



 


		(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 in respect of any action taken, suffered or
                                         omitted by it hereunder without negligence and in good faith and in reliance thereon.



 






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		(g)	The Trustee may conclusively rely
                                         upon and shall not be bound to make any investigation into the facts or matters stated
                                         in any resolution, certificate, statement, instrument, opinion, report, notice, request,
                                         direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
                                         paper or document, but the Trustee, in its discretion, may make such further inquiry
                                         or investigation into such facts or matters as it may see fit.



 


		(h)	The Trustee shall not be deemed
                                         to have notice of any Default or Event of Default unless a Responsible Officer of the
                                         Trustee has actual knowledge thereof or unless written notice of any event which is in
                                         fact such a default is received by 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 and states that it is a notice of Default or Event of Default.



 


		(i)	Delivery of reports, information
                                         and documents (including, without limitation, reports contemplated in this Section 7.2)
                                         to the Trustee is for information purposes only, and the Trustee’s receipts thereof
                                         shall not constitute actual or constructive notice of any information contained therein
                                         or determinable from information contained therein, including the Company’s compliance
                                         with covenants under the Indenture, Securities, and guarantees (if any), as to which
                                         the Trustee is entitled to rely exclusively on Officers’ Certificates.



 


		(j)	The Trustee shall have no responsibility
                                         for monitoring the Company’s compliance with any of its covenants under this Indenture.



 


		(k)	The Trustee shall not be responsible
                                         or liable for punitive, 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 actions.



 


		(l)	Any permissive right of the Trustee
                                         to take or refrain from taking actions enumerated in this Indenture shall not be construed
                                         as a duty.



 


		(m)	The Trustee shall not be responsible
                                         or liable for any failure or delay in the performance of its obligations under this Indenture
                                         arising out of or caused, directly or indirectly, by circumstances beyond its reasonable
                                         control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism;
                                         wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss
                                         or malfunction of utilities, computer (hardware or software) or communication services;
                                         accidents; labor disputes; and acts of civil or military authorities and governmental
                                         action.



 


		(n)	The Trustee shall not be liable
                                         with respect to any action taken or omitted to be taken by it in good faith in accordance
                                         with the direction of the Holders of a majority in principal amount of the outstanding
                                         Securities of any 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.



 






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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.


 


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
in the Securities other than its authentication.


 


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, the Trustee shall mail to each Securityholder of the Securities of that Series
notice of a Default or Event of Default within 90 calendar days after it occurs or, if later, after a Responsible Officer of the
Trustee has knowledge of such Default or Event of Default. 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 it 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 calendar days after October 15 in each year, the Trustee shall transmit by mail a report
to all Securityholders, as their names and addresses appear on the register kept by the Registrar in accordance with, and to the
extent required under, TIA Section 313.


 


A copy of each report
at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange, if any, on which
the Securities of that Series are listed. 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 compensation for its services as the Company and the
Trustee shall from time to time 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 expenses incurred by
it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The Company shall
indemnify and hold harmless each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any
loss, liability, claim (including any between the parties to this Indenture and including any fees or expenses incurred with respect
to enforcement of its right to indemnity hereunder), suit 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. The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Trustee may have 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.


 






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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 to the extent of its negligence or willful misconduct.


 


To secure the Company’s
payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Securities of any Series on all money or property
held or collected by the Trustee, 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 6.1(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 7.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.


 


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 7.8.


 


The Trustee may resign
with respect to the Securities of one or more Series by so notifying the Company at least 30 calendar 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;



 


		(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 or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Securities may appoint a successor Trustee 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 calendar days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities
of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 






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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 mail 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 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 person, the successor person 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 Sections 310(a)(1), 310(a)(2)
and 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 Section 310(b).


 


Section 7.11      Referential
Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


ARTICLE
VIII

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1        Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided
in this Section 8.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when:


 


		(a)	either:



 


		i.	all Securities theretofore authenticated
                                         and delivered (other than Securities that have been destroyed, lost or stolen and that
                                         have been replaced or paid) have been delivered to the Trustee for cancellation; or



 


		ii.	all such Securities not theretofore
                                         delivered to the Trustee for cancellation



 


		(1)	have become due and payable, or



 


		(2)	will become due and payable at
                                         their Stated Maturity within one year, or



 






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		(3)	are to be called for redemption
                                         within one year under arrangements satisfactory to the Trustee for the giving of notice
                                         of redemption by the Trustee in the name, and at the expense, of the Company, or



 


		(4)	are deemed paid and discharged
                                         pursuant to Section 8.3, as applicable; and the Company, in the case of clauses (1),
                                         (2) and (3) above, has irrevocably deposited or caused to be deposited with the Trustee
                                         as trust funds in trust an amount sufficient for the purpose of paying and discharging
                                         the entire indebtedness on such Securities not theretofore delivered to the Trustee for
                                         cancellation, for principal and interest to the date of such deposit (in the case of
                                         Securities which have become due and payable on or prior to the date of such deposit)
                                         or to the Stated Maturity or redemption date, as the case may be;



 


		(b)	the Company has paid or caused
                                         to be paid all other sums payable hereunder by the Company; and



 


		(c)	the Company has delivered to the
                                         Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
                                         conditions precedent herein provided for relating to the satisfaction and discharge of
                                         this Indenture have been complied with.



 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section 8.1, the provisions of Sections 2.4, 2.7, 2.8, 8.1,
8.2 and 8.5 shall survive.


 


Section 8.2         Application
of Trust Funds; Indemnification.


 


		(a)	Subject to the provisions of Section
                                         8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S.
                                         Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and
                                         all money received by the Trustee in respect of U.S. Government Obligations deposited
                                         with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by
                                         it, in accordance with the provisions of the Securities and this Indenture, to the payment,
                                         either directly or through any Paying Agent (other than the Company acting as its own
                                         Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal
                                         and interest for whose payment such money has been deposited with or received by the
                                         Trustee or to make mandatory sinking fund payments or analogous payments as contemplated
                                         by Section 8.3 or 8.4.



 


		(b)	The Company shall pay and shall
                                         indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
                                         U.S. Government Obligations deposited pursuant to Section 8.3 or 8.4 or the interest
                                         and principal received in respect of such obligations other than any payable by or on
                                         behalf of Holders.



 


		(c)	The Trustee shall deliver or pay
                                         to the Company from time to time upon Company Request any U.S. Government Obligations
                                         or money held by it as provided in Section 8.3 or 8.4 which, in the opinion of a nationally
                                         recognized firm of independent certified public accountants expressed in a written certification
                                         thereof delivered to the Trustee, are then in excess of the amount thereof which then
                                         would have been required to be deposited for the purpose for which such U.S. Government
                                         Obligations or money were deposited or received. This provision shall not authorize the
                                         sale by the Trustee of any U.S. Government Obligations held under this Indenture.



 






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Section 8.3        Legal
Defeasance of Securities of any Series. Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2(p), to be
inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all
the outstanding Securities of any Series on the 90th calendar day after the date of the deposit referred to in subparagraph (c)
hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be
in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging
the same), except as to:


 


		(a)	the rights of Holders of Securities
                                         of such Series to receive, from the trust funds described in subparagraph (c) hereof,
                                         (i) payment of the principal of and each installment of principal of and interest on
                                         the outstanding Securities of such Series on the Stated Maturity of such principal or
                                         installment of principal or interest and (ii) the benefit of any mandatory sinking fund
                                         payments applicable to the Securities of such Series on the day on which such payments
                                         are due and payable in accordance with the terms of this Indenture and the Securities
                                         of such Series;



 


		(b)	the provisions of Sections 2.4,
                                         2.7, 2.8, 8.2, 8.3 and 8.5; and



 


		(c)	the rights, powers, trust and immunities
                                         of the Trustee hereunder; provided that, the following conditions shall have been
                                         satisfied:



 


		i.	the Company shall have deposited or
                                         caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee
                                         as trust funds in trust for the purpose of making the following payments, specifically
                                         pledged as security for and dedicated solely to the benefit of the Holders of such Securities,
                                         cash in Dollars and/or U.S. Government Obligations, which through the payment of interest
                                         and principal in respect thereof in accordance with their terms, will provide (and without
                                         reinvestment and assuming no tax liability will be imposed on such Trustee), not later
                                         than one calendar day before the due date of any payment of money, an amount in cash,
                                         sufficient, in the opinion of a regionally recognized firm of independent public accountants
                                         expressed in a written certification thereof delivered to the Trustee, to pay and discharge
                                         each installment of principal of and interest, if any, on and any mandatory sinking fund
                                         payments in respect of all the Securities of such Series on the dates such installments
                                         of interest or principal and such sinking fund payments are due;



 






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		ii.	such deposit will not result in a
                                         breach or violation of, or constitute a default under, this Indenture or any other agreement
                                         or instrument to which the Company is a party or by which it is bound;



 


		iii.	no Default or Event of Default with
                                         respect to the Securities of such Series shall have occurred and be continuing on the
                                         date of such deposit or during the period ending on the 90th calendar day after such
                                         date;



 


		iv.	the Company shall have delivered
                                         to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect
                                         that (A) the Company has received from, or there has been published by, the Internal
                                         Revenue Service a ruling, or (B) since the date of execution of this Indenture, there
                                         has been a change in the applicable federal income tax law, in either case to the effect
                                         that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the
                                         Securities of such Series will not recognize income, gain or loss for federal income
                                         tax purposes as a result of such deposit, defeasance and discharge and will be subject
                                         to federal income tax on the same amounts and in the same manner and at the same times
                                         as would have been the case if such deposit, defeasance and discharge had not occurred;



 


		v.	the Company shall have delivered to
                                         the Trustee an Officers’ Certificate stating that the deposit was not made by the
                                         Company with the intent of preferring the Holders of the Securities of such Series over
                                         any other creditors of the Company or with the intent of defeating, hindering, delaying
                                         or defrauding any other creditors of the Company; and



 


		vi.	the Company shall have delivered
                                         to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
                                         that all conditions precedent provided for relating to the defeasance contemplated by
                                         this Section 8.3 have been complied with.



 


Section 8.4        Covenant
Defeasance. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2(p) to be inapplicable to Securities of
any Series, on and after the 91st calendar day after the date of the deposit referred to in subparagraph (a) hereof, the Company
may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections
4.2, 4.3, 4.4, 4.6, and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities
or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2(p) (and the failure to comply with any
such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence
of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.2(n) and designated as an Event of Default shall not constitute a Default or Event of Default
hereunder, with respect to the Securities of such Series; provided that the following conditions shall have been satisfied:


 






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		(a)	With reference to this Section
                                         8.4, the Company has deposited or caused to be irrevocably deposited (except as provided
                                         in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making
                                         the following payments specifically pledged as security for, and dedicated solely to,
                                         the benefit of the Holders of such Securities, cash in Dollars and/or U.S. Government
                                         Obligations, which through the payment of interest and principal in respect thereof in
                                         accordance with their terms, will provide (and without reinvestment and assuming no tax
                                         liability will be imposed on such Trustee), not later than one calendar day before the
                                         due date of any payment of money, an amount in cash, sufficient, in the opinion of a
                                         regionally recognized firm of independent certified public accountants expressed in a
                                         written certification thereof delivered to the Trustee, to pay and discharge each installment
                                         of principal of and interest, if any, on and any mandatory sinking fund payments in respect
                                         of the Securities of such Series on the dates such installments of interest or principal
                                         and such sinking fund payments are due;



 


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



 


		(c)	No Default or Event of Default
                                         with respect to the Securities of such Series shall have occurred and be continuing on
                                         the date of such deposit or during the period ending on the 90th calendar day after such
                                         date;



 


		(d)	The Company shall have delivered
                                         to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of
                                         such Series will not recognize income, gain or loss for federal income tax purposes as
                                         a result of such deposit and covenant defeasance and will be subject to federal income
                                         tax on the same amounts, in the same manner and at the same times as would have been
                                         the case if such deposit and covenant defeasance had not occurred; and



 


		(e)	The Company shall have delivered
                                         to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
                                         that all conditions precedent herein provided for relating to the covenant defeasance
                                         contemplated by this Section 8.4 have been complied with.



 


Section 8.5         Repayment
to Company. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment
of principal and interest that remains unclaimed for six months. After that, Securityholders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


ARTICLE
IX

AMENDMENTS AND WAIVERS


 


Section 9.1        Without
Consent of Holders. 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 by indentures supplemental hereto:


 


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



 


		(b)	to comply with Article V;



 






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



 


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



 


		(e)	[Reserved];



 


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



 


		(g)	to add any additional Events of
                                         Default (and if such Events of Default are to be for the benefit of less than all Series
                                         of Securities, stating that such are expressly being included solely for the benefit
                                         of such Series);



 


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



 


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



 


		(j)	to make any change that does not
                                         adversely affect the rights of any Securityholder;



 


		(k)	to provide for the issuance of
                                         and establish the form and terms and conditions of Securities of any Series as permitted
                                         by this Indenture;



 


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



 






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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 6.13,
the Holders of at least a majority in principal amount of the outstanding Securities of any 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. After a supplemental indenture
or waiver under this Section 9.2 becomes effective, the Company shall 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 or waiver may not:


 


		(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;



 


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



 


		(g)	make any change in Section 6.8,
                                         6.13, or 9.3 (this sentence); or



 


		(h)	waive a redemption payment with
                                         respect to any Security.



 






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Section 9.4        Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in
a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.5        Revocation
and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a 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 may revoke the consent as to his Security or portion of a Security
if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes
effective.


 


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 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 authenticate
upon request 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 Officers’ Certificate and Opinion of Counsel stating that all
conditions precedent have been satisfied, the execution of such supplemental indenture is authorized or permitted by this Indenture
and that such supplemental indenture is the legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects it.


 


ARTICLE
X

MISCELLANEOUS


 


Section 10.1      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 10.2      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 delivered in person or mailed by first-class mail:


 


if to the Company:


 


Sandy Spring Bancorp, Inc.


17801 Georgia Avenue


Olney, Maryland 20832


Attention: Aaron M. Kaslow, Executive Vice
President and General Counsel


 






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if to the Trustee:


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, Delaware 19890


Attention: Sandy Spring Bancorp, Inc.,
Administrator


 


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


 


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. 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.


 


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. Notwithstanding
any other provision of the Indenture or any Security, where the Indenture or any Security provides for notice of any event or
any other communication (including any notice of redemption or repurchase) to a Securityholder of a Security (whether by mail
or otherwise), such notice shall be sufficiently given if given to Depository (or its designee) pursuant to the applicable procedures
from Depository or its designee, including by electronic mail in accordance with accepted practices at Depository.


 


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


 


Section 10.3      Communication
by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA Section 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 Section 312(c).


 






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Section 10.4      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 Officers’ Certificate
                                         stating that, in the opinion of the signers, all conditions precedent, if any, provided
                                         for in this Indenture relating to the proposed action have been complied with; and



 


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



 


Section 10.5      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 TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 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 10.6      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.


 


Section 10.7      Legal
Holidays. Unless otherwise provided by Board Resolution, Officers’ 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 10.8      No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability
for any obligations 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 Securityholder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities.


 


Section 10.9       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.
The exchange of copies of this Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf”
or “.tif”) 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 for all purposes. Signatures of the parties hereto transmitted by facsimile
or electronic format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for
all purposes.


 






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Section 10.10     Governing
Laws. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section 10.11    No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12    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.


 


Section 10.13    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 10.14    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 10.15    Waiver
of Trial by Jury. EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


Section 10.16    Consent
to Jurisdiction. 


 


		(a)	The Company hereby irrevocably
                                         and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction
                                         of any New York State court or federal court in the United States sitting in the State
                                         and City of New York, County, and Borough of Manhattan, and any appellate court from
                                         any thereof, in any action or proceeding arising out of or relating to this Indenture
                                         or the Securities, or for the recognition or enforcement of any judgment, and each of
                                         the parties hereby irrevocably and unconditionally agrees that all claims in respect
                                         of any such action or proceeding may be heard and determined in such state court sitting
                                         in the State and City of New York, County and Borough of Manhattan or, to the extent
                                         permitted by law, in such federal court sitting in the State and City of New York, County
                                         and Borough of Manhattan.



 


		(b)	The Company hereby irrevocably
                                         and unconditionally waives, to the fullest extent it may legally and effectively do so,
                                         any objection which it may now or hereafter have to the laying of venue of any suit,
                                         action or proceeding arising out of or relating to this Indenture or the Securities in
                                         any New York State or federal court. Each of the parties hereto irrevocably waives, to
                                         the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
                                         of such action or proceeding in any such court.



 






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Section 10.17    Section
10.17 USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


ARTICLE
XI

SINKING FUNDS


 


Section 11.1      Applicability
of Article. The provisions of this Article XI 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 11.2. 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 11.2      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 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 such Securities have not been previously
so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto,
not later than 15 calendar 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 11.2, 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.


 






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Section 11.3      Redemption
of Securities for Sinking Fund. Not less than 45 calendar days (unless otherwise indicated in the Board Resolution, supplemental
indenture or Officers’ 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 Officers’ 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 11.2, 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
30 calendar days (unless otherwise indicated in the Board Resolution, Officers’ 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.


 


ARTICLE
XII

SUBORDINATION OF SECURITIES


 


Section 12.1      Agreement
of Subordination. The Company covenants and agrees, and each Holder of Securities issued hereunder by accepting a Security
likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article XII; and each person
holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound
by such provisions.


 


The payment of the
principal of and interest on all Securities (including, but not limited to, the redemption price with respect to the Securities
called for redemption in accordance with Article III as provided in the Indenture) issued hereunder shall, to the extent and in
the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.


 


No provision of this
Article XII shall prevent the occurrence of any Default or Event of Default hereunder.





 






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Section 12.2      Payments
to Holders. Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to the principal
of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called
for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee
as permitted by the first or second paragraph of Section 12.5, if:


 


		(a)	a default in the payment of principal,
                                         premium, interest, rent or other obligations due on any Senior Indebtedness occurs and
                                         is continuing (or, in the case of Senior Indebtedness for which there is a period of
                                         grace, in the event of such a default that continues beyond the period of grace, if any,
                                         specified in the instrument or lease evidencing such Senior Indebtedness), unless and
                                         until such default shall have been cured or waived or shall have ceased to exist; or



 


		(b)	a default, other than a payment
                                         default, on a Designated Senior Indebtedness occurs and is continuing that then permits
                                         holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee
                                         receives a notice of the default (a “Payment Blockage Notice”) from a Representative
                                         or the Company.



 


If the Trustee receives
any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section 12.2 unless and until (A) at least 365 calendar days shall have elapsed since the initial effectiveness of the
immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities
that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The Company may and
shall resume payments on and distributions in respect of the Securities upon the earlier of:


 


		(1)	the date upon which the default
                                         is cured or waived or ceases to exist, or



 


		(2)	in the case of a default referred
                                         to in clause (b) above, 179 calendar days pass after notice is received if the maturity
                                         of such Designated Senior Indebtedness has not been accelerated, unless this Article
                                         XII otherwise prohibits the payment or distribution at the time of such payment or distribution.



 


Upon any payment by
the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid
in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with
its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is
made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited
with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization);
and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership
or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision
of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, or by the Holders of the Securities or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis
of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their
representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing
any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior
Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision
therefor is made to the Holders of the Securities or to the Trustee.


 






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For purposes of this
Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment,
the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the
payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed
by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness
(other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of
such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company
into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as
an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V.


 


In the event of the
acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any
Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption
price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except
payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration
is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the
notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant
to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend
credit have been terminated or expired.


 






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In the event that,
notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall
be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its
terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative
or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior
Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to
the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash
or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution
to or for the holders of such Senior Indebtedness.


 


Nothing in this Section
12.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject
to the further provisions of Section 12.5.


 


Section 12.3      Subrogation
of Securities. Subject to the payment in full of all Senior Indebtedness, the rights of the Holders of the Securities shall
be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions
of this Article XII (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated
to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like
rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to the Senior Indebtedness until the principal and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness
of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions
of this Article XII, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders
of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders
of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders of the Securities
pursuant to the subrogation provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness
shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of
this Article XII are and are intended solely for the purposes of defining the relative rights of the Holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand.


 


Nothing contained
in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest
on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII
of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of
any such remedy.


 






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Upon any payment or
distribution of assets of the Company referred to in this Article XII, the Trustee, subject to the provisions of Section 7.1,
and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction
in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon
and all other facts pertinent thereto or to this Article XII.


 


Section 12.4      Authorization
to Effect Subordination. Each Holder of a Security by the holder’s acceptance thereof authorizes and directs the Trustee
on the holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided
in this Article XII and appoints the Trustee to act as the holder’s attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.3
hereof at least 30 calendar days before the expiration of the time to file such claim, the holders of any Senior Indebtedness
or their representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities.


 


Section 12.5      Notice
to Trustee. The Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer
of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies
to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article XII. Notwithstanding
the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article XII, unless and until a Responsible Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative
or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all respects to assume that no such facts exist; provided
that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become
payable for any purpose (including, without limitation, the payment of the principal of, or premium, if any, or interest on any
Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 12.5, then,
anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies
and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which
may be received by it on or after such prior date.


 






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Notwithstanding anything
in this Article XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 8.1, and any such payment shall not be subject to the provisions of Section 12.1 or 12.2.


 


The Trustee, subject
to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a
person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders.
In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person
as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished the Trustee may defer
any payment to such person pending judicial determination as to the right of such person to receive such payment.


 


Section 12.6      Trustee’s
Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article XII in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article XII shall apply to the Company’s obligations to the Trustee under Section 7.7.


 


With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as
are specifically set forth in this Article XII, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness and, subject to the provisions of Section 7.1, the Trustee shall not be liable to any holder
of Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the Company or any other person money or assets
to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise.


 


Section 12.7      No
Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 


Section 12.8      Article
Applicable to Paying Agents. If at any time any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article XII shall (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article XII in addition to or in place of the Trustee; provided, however, that the
first paragraph of Section 12.5 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent.


 






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Section 12.9     Senior
Indebtedness Entitled to Rely. The holders of Senior Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article XII, and no amendment or modification of the provisions contained herein shall
diminish the rights of such holders unless such holders shall have agreed in writing thereto.


 


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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.


 


 


	 	SANDY SPRING BANCORP, INC.
	 	 
	 	 
	 	By:	/s/ Daniel
    J. Schrider
	 	 	Name: Daniel J. Schrider
	 	 	Title: President and Chief Executive Officer
	 	 
	 	 
	 	WILMINGTON TRUST, NATIONAL 

    ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	/s/ Michael H. Wass
	 	 	Name: Michael H. Wass
	 	 	Title: Vice President