Exhibit 4.1


 


BAYCOM CORP


 


INDENTURE


 


Dated as of


 


August 10, 2020


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


 


Trustee





 






     


     


    

 


Reconciliation and tie between


Trust Indenture Act of 1939 and Indenture*


 


	Trust Indenture Act Section	 	Indenture 

Section
	§ 310(a)	 	11.04(a), 16.02
	(b)	 	11.01(f), 11.04(b), 11.05(1), 16.02
	(b)(1)	 	11.04(b), 16.02
	§ 311	 	11.01(f), 16.02
	§ 312	 	14.02(d), 16.02
	(b)	 	11.10, 16.02
	(c)	 	11.10, 16.02
	§ 313(a)	 	10.01(a), 16.02
	§ 314	 	16.02
	§ 315(e)	 	11.05, 16.02
	§ 316	 	16.02
	§ 317	 	16.02
	§ 317	 	16.02



 


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






 






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TABLE OF CONTENTS*


 


	ARTICLE I   DEFINITIONS	1
	 	 
	ARTICLE II FORMS OF SECURITIES	7
	 	 	 
	 	Section 2.01 Terms of the Securities	7
	 	 	 
	 	Section 2.02 Form of Trustee’s Certificate of Authentication	7
	 	 	 
	 	Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating Agent	8
	 	 	 
	ARTICLE III  THE DEBT SECURITIES	9
	 	 	 
	 	Section 3.01 Amount Unlimited; Issuable in Series	9
	 	 	 
	 	Section 3.02 Denominations	11
	 	 	 
	 	Section 3.03 Execution, Authentication, Delivery and Dating	11
	 	 	 
	 	Section 3.04 Temporary Securities	12
	 	 	 
	 	Section 3.05 Registrar and Paying Agent	13
	 	 	 
	 	Section 3.06 Transfer and Exchange	13
	 	 	 
	 	Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities	16
	 	 	 
	 	Section 3.08 Payment of Interest; Interest Rights Preserved	16
	 	 	 
	 	Section 3.09 Cancellation	17
	 	 	 
	 	Section 3.10 Computation of Interest	18
	 	 	 
	 	Section 3.11 Currency of Payments in Respect of Securities	18
	 	 	 
	 	Section 3.12 Judgments	18
	 	 	 
	 	Section 3.13 CUSIP Numbers	18
	 	 	 
	ARTICLE IV  REDEMPTION OF SECURITIES	19
	 	 	 
	 	Section 4.01 Applicability of Right of Redemption	19
	 	 	 
	 	Section 4.02 Selection of Securities to be Redeemed	19
	 	 	 
	 	Section 4.03 Notice of Redemption	19
	 	 	 
	 	Section 4.04 Deposit of Redemption Price	20
	 	 	 
	 	Section 4.05 Securities Payable on Redemption Date	20
	 	 	 
	 	Section 4.06 Securities Redeemed in Part	20
	 	 	 
	ARTICLE V  SINKING FUNDS	20
	 	 	 
	 	Section 5.01 Applicability of Sinking Fund	20
	 	 	 
	 	Section 5.02 Mandatory Sinking Fund Obligation	21
	 	 	 
	 	Section 5.03 Optional Redemption at Sinking Fund Redemption Price	21
	 	 	 
	 	Section 5.04 Application of Sinking Fund Payment	21
	 	 	 
	 	* The Table of Contents is not a part of the Indenture	 



 



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	ARTICLE VI PARTICULAR COVENANTS OF THE COMPANY	22
	 	 	 
	 	Section 6.01 Payments of Securities	22
	 	 	 
	 	Section 6.02 Paying Agent	22
	 	 	 
	 	Section 6.03 To Hold Payment in Trust	22
	 	 	 
	 	Section 6.04 Merger, Consolidation and Sale of Assets	23
	 	 	 
	 	Section 6.06 Conditional Waiver by Holders of Securities	24
	 	 	 
	 	Section 6.07 Statement by Officers as to Default	24
	 	 	 
	ARTICLE VII  REMEDIES OF TRUSTEE AND SECURITYHOLDERS	24
	 	 	 
	 	Section 7.01 Events of Default	24
	 	 	 
	 	Section 7.02 Acceleration; Rescission and Annulment	26
	 	 	 
	 	Section 7.03 Other Remedies	27
	 	 	 
	 	Section 7.04 Trustee as Attorney-in-Fact	27
	 	 	 
	 	Section 7.05 Priorities	28
	 	 	 
	 	Section 7.06 Control by Securityholders; Waiver of Past Defaults	28
	 	 	 
	 	Section 7.07 Limitation on Suits	28
	 	 	 
	 	Section 7.08 Undertaking for Costs	29
	 	 	 
	 	Section 7.09 Remedies Cumulative	29
	 	 	 
	ARTICLE VIII  CONCERNING THE SECURITYHOLDERS	29
	 	 	 
	 	Section 8.01 Evidence of Action of Securityholders	29
	 	 	 
	 	Section 8.02 Proof of Execution or Holding of Securities	30
	 	 	 
	 	Section 8.03 Persons Deemed Owners	30
	 	 	 
	 	Section 8.04 Effect of Consents	30
	 	 	 
	ARTICLE IX  SECURITYHOLDERS’ MEETINGS	31
	 	 	 
	 	Section 9.01 Purposes of Meetings	31
	 	 	 
	 	Section 9.02 Call of Meetings by Trustee	31
	 	 	 
	 	Section 9.03 Call of Meetings by Company or Securityholders	31
	 	 	 
	 	Section 9.04 Qualifications for Voting	31
	 	 	 
	 	Section 9.05 Regulation of Meetings	31
	 	 	 
	 	Section 9.06 Voting	32
	 	 	 
	 	Section 9.07 No Delay of Rights by Meeting	32
	 	 	 
	ARTICLE X  REPORTS BY THE COMPANY AND THE TRUSTEE AND  SECURITYHOLDERS’ LISTS	32
	 	 	 
	 	Section 10.01 Reports by Trustee	32
	 	 	 
	 	Section 10.02 Reports by the Company	33
	 	 	 
	 	Section 10.03 Securityholders’ Lists	33
	 	 	 







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	ARTICLE XI  CONCERNING THE TRUSTEE	33
	 	 	 
	 	Section 11.01 Rights of Trustees; Compensation and Indemnity	33
	 	 	 
	 	Section 11.02 Duties of Trustee	35
	 	 	 
	 	Section 11.03 Notice of Defaults	36
	 	 	 
	 	Section 11.04 Eligibility; Disqualification	36
	 	 	 
	 	Section 11.05 Resignation and Notice; Removal	37
	 	 	 
	 	Section 11.06 Successor Trustee by Appointment	37
	 	 	 
	 	Section 11.07 Successor Trustee by Merger	38
	 	 	 
	 	Section 11.08 Right to Rely on Officer’s Certificate	38
	 	 	 
	 	Section 11.09 Appointment of Authenticating Agent.	39
	 	 	 
	 	Section 11.10 Communications by Securityholders with Other Securityholders	39
	 	 	 
	ARTICLE XII  SATISFACTION AND DISCHARGE; DEFEASANCE	39
	 	 	 
	 	Section 12.01 Applicability of Article	39
	 	 	 
	 	Section 12.02 Satisfaction and Discharge of Indenture	40
	 	 	 
	 	Section 12.03 Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	40
	 	 	 
	 	Section 12.04 Repayment to Company	41
	 	 	 
	 	Section 12.05 Indemnity for U.S. Government Obligations	42
	 	 	 
	 	Section 12.06 Deposits to Be Held in Escrow	42
	 	 	 
	 	Section 12.07 Application of Trust Money	42
	 	 	 
	 	Section 12.08 Deposits of Non-U.S. Currencies	42
	 	 	 
	ARTICLE XIII  IMMUNITY OF CERTAIN PERSONS	43
	 	 	 
	 	Section 13.01 No Personal Liability	43
	 	 	 
	ARTICLE XIV  SUPPLEMENTAL INDENTURES	43
	 	 	 
	 	Section 14.01 Without Consent of Securityholders	43
	 	 	 
	 	Section 14.02 With Consent of Securityholders; Limitations	44
	 	 	 
	 	Section 14.03 Trustee Protected	45
	 	 	 
	 	Section 14.04 Effect of Execution of Supplemental Indenture	46
	 	 	 
	 	Section 14.05 Notation on or Exchange of Securities	46
	 	 	 
	 	Section 14.06 Conformity with TIA	46
	 	 	 
	ARTICLE XV  SUBORDINATION OF SECURITIES	46
	 	 	 
	 	Section 15.01 Agreement to Subordinate	46
	 	 	 
	 	Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	46
	 	 	 
	 	Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness	47
	 	 	 
	 	Section 15.04 Payments on Securities Permitted	47
	 	 	 
	 	Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination	48
	 	 	 
	 	Section 15.06 Notices to Trustee	48
	 	 	 
	 	Section 15.07 Trustee as Holder of Senior Indebtedness	48
	 	 	 
	 	Section 15.08 Modifications of Terms of Senior Indebtedness	48
	 	 	 
	 	Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent	49
	 	 	 
	 	Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance	49
	 	 	 
	 	Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness	49
	 	 	 







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	ARTICLE XVI  MISCELLANEOUS PROVISIONS	49
	 	 	 
	 	Section 16.01 Certificates and Opinions as to Conditions Precedent	49
	 	 	 
	 	Section 16.02 Trust Indenture Act Controls	50
	 	 	 
	 	Section 16.03 Notices to the Company and Trustee	50
	 	 	 
	 	Section 16.04 Notices to Securityholders; Waiver	50
	 	 	 
	 	Section 16.05 Legal Holiday	51
	 	 	 
	 	Section 16.06 Effects of Headings and Table of Contents	51
	 	 	 
	 	Section 16.07 Successors and Assigns	51
	 	 	 
	 	Section 16.08 Separability Clause; Entire Agreement.	51
	 	 	 
	 	Section 16.09 Benefits of Indenture	51
	 	 	 
	 	Section 16.10 Counterparts Originals	51
	 	 	 
	 	Section 16.11 Governing Law; Waiver of Trial by Jury; Jurisdiction	51
	 	 	 
	 	Section 16.12 Force Majeure	52
	 	 	 
	 	Section 16.13 U.S.A. Patriot Act	52



 






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INDENTURE dated as of August 10, 2020,
between BayCom Corp, a California corporation (the “Company”), and Wilmington Trust, National Association, a national
banking association, as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”)
in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture;
and


 


WHEREAS, all things necessary to make this Indenture a valid
and legally binding agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That, in consideration of the premises and the purchase of the
Securities by the Holders (as defined herein) thereof for the equal and proportionate benefit of all of the present and future
Holders of the Securities, each party agrees and covenants as follows:


 


ARTICLE I


 


DEFINITIONS


 


For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:


 


(a) the terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well as the singular;


 


(b) unless otherwise defined in this Indenture
or the context otherwise requires, all terms used herein without definition which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;


 


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


 


(d) references to “Article”
or “Section” or other subdivision herein are references to an Article, Section or other subdivision of the Indenture,
unless the context otherwise requires.


 


Section 1.01 Definitions.


 


Unless the context otherwise requires, the terms defined in
this Section 1.01 shall for all purposes of this Indenture have the meanings hereinafter set forth:


 


“Affiliate,” with respect to
any specified Person shall mean 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” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Authenticating Agent” shall
have the meaning assigned to it in Section 11.09.


 


“Board of Directors” shall mean
either the board of directors of the Company or the executive or any other committee of that board duly authorized to act in respect
hereof.


 


“Board Resolution” shall mean
a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors (or by a committee of the Board of Directors to the extent that any such other committee has been authorized
by the Board of Directors to establish or approve the matters contemplated) and to be in full force and effect on the date of such
certification and delivered to the Trustee.


 









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“Business Day,” when used with
respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions or trust companies in New
York, New York or that Place of Payment or other location are authorized or obligated by law, regulation or executive order remain
closed.


 


“Capital Stock” shall mean:


 


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


 


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


 


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


 


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


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


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


 


“Company Order” shall mean a
written order signed in the name of the Company by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial
Officer, President, Executive Vice President, Senior Vice President, Treasurer, Assistant Treasurer, Controller, Assistant Controller,
Secretary or Assistant Secretary of the Company, and delivered to the Trustee.


 


“Corporate Trust Office,” or
other similar term, shall mean the principal office of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at Rodney Square North, 1100 North Market Street, Wilmington,
DE 19890, Attention: BayCom Corp Administrator, or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust officer 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).


 


“Currency” shall mean U.S. Dollars
or Foreign Currency.


 


“Default” shall have the meaning
assigned to it in Section 11.03.


 


“Defaulted Interest” shall have
the same meaning assigned to it in Section 3.08(b).


 


“Depositary” shall mean, with
respect to the Securities of any series issuable in whole or in part in the form of one or more Global Securities, each Person
designated as Depositary by the Company pursuant to Section 3.01 until one or more successor Depositaries shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person
who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with
respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.


 


“Designated Currency” shall
have the same meaning assigned to it in Section 3.12.


 


“Discharged” shall have the
meaning assigned to it in Section 12.03.


 


“DTC” shall mean The Depository
Trust Company, Inc. and its successors.


 


“Event of Default” shall have
the meaning specified in Section 7.01.


 









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“Exchange Act” shall mean the
United States Securities Exchange Act of 1934, and the rules and regulations promulgated by the SEC thereunder and any statute
successor thereto, in each case as amended from time to time.


 


“Exchange Rate” shall have the
meaning assigned to it in Section 7.01.


 


“Floating Rate Security” shall
mean a Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest
rate index specified pursuant to Section 3.01.


 


“Foreign Currency” shall mean
a currency issued by the government of any country other than the United States or a composite currency, the value of which is
determined by reference to the values of the currencies of any group of countries.


 


“GAAP,” with respect to any
computations required or permitted hereunder, shall mean generally accepted accounting principles in effect in the United States
as in effect from time to time; provided, however if the Company is required by the SEC to adopt (or is permitted to adopt
and so adopts) a different accounting framework, including but not limited to the International Financial Reporting Standards,
“GAAP” shall mean such new accounting framework as in effect from time to time, including, without limitation, in each
case, those accounting principles 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 approved by a significant segment of the accounting profession.


 


“Global Security” shall mean
any Security that evidences all or part of a series of Securities, issued in fully-registered certificated form to the Depositary
for such series in accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).


 


“Holder” and “Holder of
Securities” are defined under “Securityholder; Holder of Securities; Holder.”


 


“Indebtedness” shall mean any
and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet of such
Person as a liability on the date as of which Indebtedness is to be determined.


 


“Indenture” or “this Indenture”
shall mean this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 3.01; provided, however, that if at any time more than one Person
is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate
series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is
Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series
of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions
or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto
executed and delivered after such person had become such Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which
are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall
only include the supplemental indentures applicable thereto.


 


“Individual Securities” shall
have the meaning specified in Section 3.01(p).


 


“Interest” shall mean, unless
the context otherwise requires, interest payable on any Securities, and with respect to an Original Issue Discount Security that
by its terms bears interest only after Maturity, interest payable after Maturity.


 









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“Interest Payment Date” shall
mean, with respect to any Security, the Stated Maturity of an installment of interest on such Security.


 


“Mandatory Sinking Fund Payment”
shall have the meaning assigned to it in Section 5.01(b).


 


“Maturity,” with respect to
any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein provided,
whether by declaration, call for redemption or otherwise.


 


“Members” shall have the meaning
assigned to it in Section 3.03(i).


 


“Officer’s Certificate”
shall mean a certificate signed by any of the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer,
President or Vice President, Treasurer, Assistant Treasurer, Controller, Secretary or Assistant Secretary of the Company and delivered
to the Trustee. Each such certificate shall include the statements provided for in Section 16.01 if and to the extent required
by the provisions of such Section.


 


“Opinion of Counsel” shall mean
an opinion in writing signed by one or more legal counsel, who may be an employee of or of counsel to the Company, or may be one
or more other counsel that meets the requirements provided for in Section 16.01.


 


“Optional Sinking Fund Payment”
shall have the meaning assigned to it in Section 5.01(b).


 


“Original Issue Discount Security”
shall mean any Security that is issued with “original issue discount” within the meaning of Section 1273(a) of the
Code and the regulations thereunder, or any successor provision, and any other Security designated by the Company as issued with
original issue discount for United States federal income tax purposes.


 


“Outstanding,” when used with
respect to Securities means, as of the date of determination, all Securities theretofore authenticated and delivered under this
Indenture, except:


 


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


 


(b) Securities or portions thereof for which
payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities or Securities as to which the Company’s obligations have been Discharged; provided,
however, that if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee has been made; and


 


(c) Securities that have been paid pursuant
to Section 3.07(b) or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been presented to a Responsible Officer of the Trustee
proof satisfactory to it that such Securities are held by a purchaser in whose hands such Securities are valid obligations of the
Company; provided, however, that in determining whether the Holders of the requisite principal amount of Securities of a
series Outstanding have performed any action hereunder, Securities owned by the Company or any other obligor upon the Securities
of such series or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such action, only Securities of such series
that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon such Securities
or any Affiliate of the Company or of such other obligor. In determining whether the Holders of the requisite principal amount
of Outstanding Securities of a series have performed any action hereunder, the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purpose 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 7.02 and the
principal amount of a Security denominated in a Foreign Currency that shall be deemed to be Outstanding for such purpose shall
be the amount calculated pursuant to Section 3.11(b).


 









    4


     


    

 


“Paying Agent” shall have the
meaning assigned to it in Section 6.02(a).


 


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


 


“Place of Payment” shall mean,
when used with respect to the Securities of any series, the place or places where the principal of and premium, if any, and interest
on the Securities of that series are payable as specified pursuant to Section 3.01.


 


“Predecessor Security” shall
mean, with respect to any Security, every previous Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07
in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen
Security.


 


“Record Date” shall mean, with
respect to any interest payable on any Security on any Interest Payment Date, the close of business on any date specified in such
Security for the payment of interest pursuant to Section 3.01.


 


“Redemption Date” shall mean,
when used with respect to any Security to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant to
this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant
to Section 3.01, shall be an Interest Payment Date only.


 


“Redemption Price,” when used
with respect to any Security to be redeemed, in whole or in part, shall mean the price at which it is to be redeemed pursuant to
the terms of the applicable Security and this Indenture.


 


“Register” shall have the meaning
assigned to it in Section 3.05(a).


 


“Registrar” shall have the meaning
assigned to it in Section 3.05(a).


 


“Responsible Officers” of the
Trustee hereunder shall mean any vice president, any assistant vice president, any trust officer, any assistant trust officer or
any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers, and also means, with respect to a particular corporate trust matter, any other
officer of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the particular
subject and in each case, who shall have direct responsibility for the administration of this Indenture.


 


“SEC” shall mean the United
States Securities and Exchange Commission, as constituted from time to time.


 


“Securities Act” shall mean
the United States Securities Act of 1933 and the rules and regulations promulgated by the SEC thereunder and any statute successor
thereto, in each case as amended from time to time.


 


“Security” or “Securities”
shall have the meaning stated in the recitals and shall more particularly mean one or more of the Securities duly authenticated
by the Trustee and delivered pursuant to the provisions of this Indenture.


 


“Security Custodian” shall mean
the custodian with respect to any Global Security appointed by the Depositary, or any successor Person thereto, and shall initially
be the Trustee.


 


“Securityholder” or “Holder
of Securities” or “Holder,” shall mean the Person in whose name Securities shall be registered in the Register
kept for that purpose hereunder.


 


“Senior Indebtedness”
means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all
other amounts payable under or in respect of the following indebtedness of the Company, whether any such indebtedness exists
as of the date of the Indenture or is created, incurred or assumed after such date: (i) all obligations for borrowed money;
(ii) all obligations evidenced by debentures, notes, debt securities or other similar instruments; (iii) all obligations in
respect of letters of credit, security purchase facilities or bankers acceptances or similar instruments (or reimbursement
obligations with respect thereto); (iv) all obligations to pay the deferred purchase price of property or services, except
trade accounts payable arising in the ordinary course of business; (v) indebtedness secured by any mortgage, pledge, lien,
charge, encumbrance or any security interest existing on property owned by the Company; (vi) obligations associated with
derivative products including, but not limited to, interest rate and currency future or exchange contracts, foreign exchange
contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, options, interest rate future or option contracts, commodity contracts, and similar
arrangements; (vii) purchase money and similar obligations; (viii) obligations to general creditors of the Company; (ix) a
deferred obligation of, or any such obligation, directly or indirectly guaranteed by, the Company which obligation is
incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar
instrument given in connection therewith; (x) interest or obligations in respect of any of the foregoing accruing after the
commencement of insolvency or bankruptcy proceedings; (xi) all obligations of the type referred to in the foregoing
subclauses above of other persons or entities for the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise, whether or not classified as a liability on a balance sheet prepared in accordance with GAAP; and
(xii) any renewals, amendments, deferrals, supplements, extensions, refundings or replacements of any of the foregoing.
Senior Indebtedness excludes: (a) any such indebtedness, obligation or liability referred to above as to which, in the
instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such
indebtedness, obligation or liability is not superior in right of payment to the Securities, or ranks pari passu with the
Securities; (b) any such indebtedness, obligation or liability which is subordinated to indebtedness of the Company to
substantially the same extent as, or to a greater extent than, the Securities are subordinated; (c) any indebtedness to a
subsidiary of the Company; (d) any trade account payables in the ordinary course of business; and (e) the Securities.


 






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Notwithstanding the foregoing, and for the
avoidance of doubt, if the Federal Reserve (or other applicable regulatory agency or authority with jurisdiction over bank holding
companies or financial holding companies) promulgates any rule or issues any interpretation that defines general creditor(s), the
main purpose of which is to establish criteria for determining whether the subordinated debt of a financial or bank holding company
is to be included in its capital, then the term "general creditors" as used in this definition of  "Senior
Indebtedness" will have the meaning as described in that rule or interpretation.


 


“Special Record Date” shall
have the meaning assigned to it in Section 3.08(b)(i).


 


“Stated Maturity” when used
with respect to any Security or any installment of interest thereon, shall mean the date specified in such Security or pursuant
to Section 3.01 with respect to such Security as the fixed date on which the principal (or any portion thereof) of or premium,
if any, on such Security or such installment of interest is due and payable.


 


“Subsidiary,” when used with
respect to any Person, shall mean:


 


(a) any corporation, limited liability company,
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 and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, limited liability
company, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(b) any partnership (i) the sole general
partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“Successor Company” shall have
the meaning assigned to it in Section 3.06(i).


 









    6


     


    

 


“Trade Payables” means accounts
payable or any other Indebtedness or monetary obligations to trade creditors created or assumed by the Company or any Subsidiary
of the Company in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities).


 


“Trust Indenture Act” or “TIA”
shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this
Indenture, except as provided in Section 14.06 and except to the extent any amendment to the Trust Indenture Act expressly provides
for application of the Trust Indenture Act as in effect on another date.


 


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


 


“U.S. Dollars” shall mean such
currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts.


 


“U.S. Government Obligations”
shall have the meaning assigned to it in Section 12.03.


 


“United States” shall mean the
United States of America (including the States and the District of Columbia), its territories and its possessions and other areas
subject to its jurisdiction.


 


ARTICLE II


 


FORMS OF SECURITIES


 


Section 2.01 Terms of the Securities.


 


(a) The Securities of each series shall
be substantially in the form set forth in a Board Resolution, a Company Order or in one or more indentures supplemental hereto,
and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may
be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities
exchange on which any series of the Securities may be listed or of any automated quotation system on which any such series may
be quoted, or to conform to usage, all as determined by the officers executing such Securities as conclusively evidenced by their
execution of such Securities.


 


(b) The terms and provisions of the Securities
shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby.


 


Section 2.02 Form of Trustee’s
Certificate of Authentication.


 


(a) Only such of the Securities as shall
bear thereon a certificate substantially in the form of the Trustee’s certificate of authentication hereinafter recited,
executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle the Holder thereof
to any right or benefit under this Indenture.


 


(b) Each Security shall be dated the date
of its authentication, except that any Global Security shall be dated as of the date specified as contemplated in Section 3.01.


 


(c) The form of the Trustee’s certificate
of authentication to be borne by the Securities shall be substantially as follows:


 






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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	Date of authentication: 	Wilmington Trust, National Association,

as Trustee
	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Section 2.03 Form of Trustee’s
Certificate of Authentication by an Authenticating Agent.


 


If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating
Agent to be borne by Securities of each such series shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	 	 	 
	Date of authentication:	Wilmington Trust, National Association,

as Trustee
	 	 	 
	 	By:	
        [NAME OF AUTHENTICATING
AGENT]

	 	 	as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Signatory





 






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ARTICLE III


 


THE DEBT SECURITIES


 


Section 3.01 Amount Unlimited; Issuable
in Series. The aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more series. The title and terms on each series of Securities
shall be as set forth in a Board Resolution, Company Order or in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:


 


(a) the title of the Securities of the
series (which shall distinguish the Securities of such series from the Securities of all other series, except to the extent that
additional Securities of an existing series are being issued);


 


(b) any limit upon the aggregate principal
amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.06,
3.07, 4.06, or 14.05);


 


(c) the dates on which or periods during
which the Securities of the series may be issued, and the dates on, or the range of dates within, which the principal of and premium,
if any, on the Securities of such series are or may be payable or the method by which such date or dates shall be determined or
extended;


 


(d) the rate or rates at which the Securities
of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest
shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount
outstanding of such series (including if such Securities were originally issued at a discount), the date or dates from which such
interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such
interest shall be payable, and the Record Dates for the determination of Holders to whom interest is payable on such Interest Payment
Dates or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and
the duration of such extension or deferral;


 


(e) if other than U.S. Dollars, the Foreign
Currency in which Securities of the series shall be denominated or in which payment of the principal of, premium, if any, or interest
on the Securities of the series shall be payable and any other terms concerning such payment;


 


(f) if the amount of payment of principal
of, premium, if any, or interest on the Securities of the series may be determined with reference to an index, formula or other
method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated
to be payable, the manner in which such amounts shall be determined;


 


(g) if the principal of, premium, if any,
or interest on Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other
than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which,
and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate
between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities
are to be paid if such election is made;


 


(h) the place or places, if any, in addition
to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities
of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion,
and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;


 


(i) the price or prices at which, the period
or periods within which or the date or dates on which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;


 


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


 






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


 


(l) if other than the principal amount
thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 7.02;


 


(m) the guarantors, if any, of the Securities
of the series, and the extent of the guarantees (including provisions relating to seniority, subordination, and the release of
the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Securities;


 


(n) whether the Securities of the series
are to be issued as Original Issue Discount Securities and the amount of discount with which such Securities may be issued;


 


(o) if the provisions of Article XII hereof
shall not be applicable with respect to the Securities of such series; or any addition to or change in the provisions of Article
XII and, if the Securities of any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government
obligations to be deposited with the Trustee pursuant to Section 12.08;


 


(p) whether the Securities of the series
are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global
Security or Global Securities, and the terms and conditions, if any, upon which interests in such Global Security or Global Securities
may be exchanged in whole or in part for the individual securities represented thereby in definitive form registered in the name
or names of Persons other than such Depositary or a nominee or nominees thereof (“Individual Securities”);


 


(q) the date as of which any Global Security
of the series shall be dated if other than the original issuance of the first Security of the series to be issued;


 


(r) the form of the Securities of the series;


 


(s) if the Securities of the series are
to be convertible into or exchangeable for any securities or property of any Person (including the Company), the terms and conditions
upon which such Securities will be so convertible or exchangeable, and any additions or changes, if any, to permit or facilitate
such conversion or exchange;


 


(t) whether the Securities of such series
are subject to subordination and the terms of such subordination;


 


(u) whether the Securities of such series
are to be secured and the terms of such Security;


 


(v) any restriction or condition on the
transferability of the Securities of such series;


 


(w) any addition or change in the provisions
related to compensation and reimbursement of the Trustee which applies to Securities of such series;


 


(x) any addition or change in the provisions
related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to Securities of such series;


 


(y) provisions, if any, granting special
rights to Holders upon the occurrence of specified events;


 


(z) 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 7.02 and any addition or change in
the provisions set forth in Article VII which applies to Securities of the series;


 






    10


     


    

 


(aa) any addition to or change in the covenants
set forth in Article VI which applies to Securities of the series; and


 


(bb) any other terms of the Securities
of such series (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete
any of the terms of this Indenture with respect to such series).


 


All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided herein or set forth in a Board Resolution, a Company Order or
in one or more indentures supplemental hereto.


 


Unless otherwise specified with respect to the Securities of
any series pursuant to this Section 3.01, the Company may, at its option, at any time and from time to time, issue additional Securities
of any series of Securities previously issued under this Indenture which together shall constitute a single series of Securities
under this Indenture.


 


Section 3.02 Denominations. In
the absence of any specification pursuant to Section 3.01 with respect to Securities of any series, the Securities of such series
shall be issuable only as Securities in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof,
and shall be payable only in U.S. Dollars.


 


Section 3.03 Execution, Authentication,
Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Company
by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, President, one of its
Vice Presidents or Treasurer. If the Person whose signature is on a Security no longer holds that office at the time the Security
is authenticated and delivered, the Security shall nevertheless be valid.


 


(b) At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities and, if required pursuant
to Section 3.01, a supplemental indenture or Company Order setting forth the terms of the Securities of a series. The Trustee shall
thereupon authenticate and deliver such Securities without any further action by the Company. The Company Order shall specify the
amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.


 


(c) In authenticating the first Securities
of any series and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall
receive, and (subject to Section 11.02) shall be fully protected in relying upon an Officer’s Certificate and an Opinion
of Counsel, each prepared in accordance with Section 16.01 stating that the conditions precedent, if any, provided for in the Indenture
have been complied with.


 


(d) The Trustee shall have the right to
decline to authenticate and deliver the Securities under this Section 3.03 if the issue of the Securities pursuant to this Indenture
will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


 


(e) Notwithstanding the provisions of Section
3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the
documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the authentication and delivery
of the first Security of such series;


 


(f) If the Company shall establish pursuant
to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities,
then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent
an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such
Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global
Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instruction and (iv) shall bear a legend substantially to the following effect:


 









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“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF THE NOMINEE OF THE DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO THE NOMINEE OF THE DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITARY, HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.”


 


The aggregate principal amount of each Global Security may from
time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture.


 


(g) Each Depositary designated pursuant
to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves
as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.


 


(h) Members of, or participants in, the
Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary shall be treated by the Company,
the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar
or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise
of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and
otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that
a Holder is entitled to take under this Indenture or the Securities.


 


(i) No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual signature
of an authorized signatory of the Trustee or Authenticating Agent, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture.


 


Section 3.04 Temporary Securities.


 


(a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing
such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security
may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such
series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the
Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security
or Securities in lieu of which it is issued.


 






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(b) If temporary Securities of any series
are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of such temporary Securities at the office or agency of the Company in a Place of Payment for such
series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


 


(c) Upon any exchange of a portion of a
temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this
Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal
amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by
the amount so exchanged and endorsed.


 


Section 3.05 Registrar and Paying Agent.


 


(a) The Company will keep, at an office
or agency to be maintained by it in a Place of Payment where Securities may be presented for registration or presented and surrendered
for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered
for conversion or exchange, as applicable (the “Registrar”), a security register for the registration and the registration
of transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Indenture
provided, which Register shall at all reasonable times be open for inspection by the Trustee. Such Register shall be in written
form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more
co-Registrars; the term “Registrar” includes any co-registrar.


 


(b) The Company shall enter into an appropriate
agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If
the Company fails to maintain a Registrar for any series, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 11.01. The Company or any Affiliate thereof may act as Registrar, co-Registrar or transfer agent.


 


(c) The Company hereby appoints the Trustee
at its Corporate Trust Office as Registrar in connection with the Securities and this Indenture, until such time as another Person
is appointed as such.


 


Section 3.06 Transfer and Exchange.


 


(a) Transfer.


 


(i) Upon surrender for registration
of transfer of any Security of any series at the Registrar the Company shall execute, and the Trustee or any Authenticating Agent
shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series for like
aggregate principal amount of any authorized denomination or denominations. The transfer of any Security shall not be valid as
against the Company or the Trustee unless registered at the Registrar at the request of the Holder, or at the request of his, her
or its attorney duly authorized in writing.


 


(ii) Notwithstanding any
other provision of this Section, unless and until it is exchanged in whole or in part for the Individual Securities
represented thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for
such series or a nominee of such successor Depositary.


 






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(b) Exchange.


 


(i) At the option of the Holder,
Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other Securities of the
same series for like aggregate principal amount of any authorized denomination or denominations, upon surrender of the Securities
to be exchanged at the Registrar.


 


(ii) Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee or Authenticating Agent shall authenticate and deliver,
the Securities that the Holder making the exchange is entitled to receive.


 


(c) Exchange of Global Securities for Individual
Securities. Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Individual
Securities.


 


(i) Individual Securities shall
be issued to all owners of beneficial interests in a Global Security in exchange for such interests if: (A) at any time the Depositary
for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities
of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03(h)
and, in each case, a successor Depositary is not appointed by the Company within 90 days of such notice, or (B) the Company executes
and delivers to the Trustee and the Registrar an Officer’s Certificate stating that such Global Security shall be so exchangeable.


 


In connection with the exchange of an entire Global Security
for Individual Securities pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery
of Individual Securities of such series, will authenticate and deliver to each beneficial owner identified by the Depositary in
exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Individual Securities of authorized
denominations.


 


(ii) The owner of a beneficial
interest in a Global Security will be entitled to receive an Individual Security in exchange for such interest if an Event of Default
has occurred and is continuing. Upon receipt by the Security Custodian and Registrar of instructions from the Holder of a Global
Security directing the Security Custodian and Registrar to (x) issue one or more Individual Securities in the amounts specified
to the owner of a beneficial interest in such Global Security and (y) debit or cause to be debited an equivalent amount of beneficial
interest in such Global Security, subject to the rules and regulations of the Depositary:


 


(A) the Security Custodian
and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and amount of such beneficial
interest in such Global Security;


 


(B) the Company shall promptly
execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of Individual Securities of such series,
shall authenticate and deliver to such beneficial owner Individual Securities in an equivalent amount to such beneficial interest
in such Global Security; and


 


(C) the Security Custodian
and Registrar shall decrease such Global Security by such amount in accordance with the foregoing. In the event that the Individual
Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of
a Global Security to issue such Individual Securities, the Company expressly acknowledges, with respect to the right of any Holder
to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial Holder of Securities to pursue such remedy with
respect to the portion of the Global Security that represents such beneficial Holder’s Securities as if such Individual Securities
had been issued.


 


(iii) If specified by the
Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole or in part for Individual Securities of such
series on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,


 






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(A) to each Person specified
by such Depositary a new Individual Security or new Individual Securities of the same series, of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in
the Global Security; and


 


(B) to such Depositary a new
Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of Individual Securities delivered to Holders thereof.


 


(iv) In any exchange provided
for in clauses (i) through (iii), the Company will execute and the Trustee will authenticate and deliver Individual Securities
in registered form in authorized denominations.


 


(v) Upon the exchange in full
of a Global Security for Individual Securities, such Global Security shall be canceled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.


 


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


 


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


 


(f) No service charge will be made for
any registration of transfer or exchange of Securities. The Company or the Trustee may require payment of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense
or charge to the Holders.


 


(g) The Company shall not be required to
(i) register, transfer or exchange Securities of any series during a period beginning at the opening of business 15 days before
the day of the transmission of a notice of redemption of Securities of such series selected for redemption under Section 4.03 and
ending at the close of business on the day of such transmission, or (ii) register, transfer or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


(h) Prior to the due presentation for registration
of transfer or exchange of any Security, the Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of
their agents may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security (whether
or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes
whatsoever, and none of the Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents shall
be affected by any notice to the contrary.


 


(i) In case a successor Company
(“Successor Company”) has executed an indenture supplemental hereto with the Trustee pursuant to Article XIV, any
of the Securities authenticated or delivered pursuant to such transaction may, from time to time, at the request of the
Successor Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered for such exchange and of
like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver
Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and
delivered in any new name of a Successor Company pursuant to this Section 3.06 in exchange or substitution for or upon
registration of transfer of any Securities, such Successor Company, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such
new name.


 






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(j) Each Holder of a Security agrees to
indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s
Security in violation of any provision of this Indenture and/or applicable United States federal or state securities laws.


 


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


 


(l) Neither the Trustee nor any agent of
the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.


 


Section 3.07 Mutilated, Destroyed, Lost
and Stolen Securities.


 


(a) If (i) any mutilated Security is surrendered
to the Trustee at its Corporate Trust Office or (ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee security or indemnity satisfactory
to them to save each of them and any Paying Agent harmless, and neither the Company nor the Trustee receives notice that such Security
has been acquired by a purchaser in whose hands such Securities are valid obligations of the Company, then the Company shall execute
and upon Company Order the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a number
not contemporaneously outstanding, such that neither gain nor loss in interest shall result from such exchange or substitution.


 


(b) 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 the amount due on such Security in accordance with its terms.


 


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


 


(d) Every new Security of any series issued
pursuant to this Section 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.


 


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


 


Section 3.08 Payment of Interest; Interest
Rights Preserved.


 


(a) Interest on any Security that is payable
and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest notwithstanding
the cancellation of such Security upon any transfer or exchange subsequent to the Record Date. Payment of interest on Securities
shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01) or, at the option of the Company,
by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or, in accordance with
arrangements satisfactory to the Trustee, by wire transfer to an account designated by the Holder.


 






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(b) Any interest on any Security that is
payable but is not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his, her or its having been such a Holder,
and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:


 


(i) The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names such Securities (or their respective Predecessor Securities)
are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record
Date”), which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 calendar
days and not less than 10 calendar days prior to the date of the proposed payment and not less than 10 calendar days after the
receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record
Date, and the Company shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to the Holders of such Securities at their addresses as they appear in the Register,
not less than 10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (ii).


 


(ii) The Company may make payment
of any Defaulted Interest on Securities in any other lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the
Trustee.


 


(iii) Notwithstanding the foregoing,
any interest which is paid prior to the expiration of the 30-day period set forth in Section 7.01(a) shall be paid to Holders as
of the Record Date for the Interest Payment Date for which interest has not been paid.


 


(c) Subject to the provisions set forth
herein relating to Record Dates, each Security delivered pursuant to any provision of this Indenture in exchange or substitution
for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.


 


Section 3.09 Cancellation. Unless
otherwise specified pursuant to Section 3.01 for Securities of any series, all Securities surrendered for payment, redemption,
registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee for cancellation and shall be promptly canceled by it and, if surrendered to the
Trustee, shall, upon receipt of a Company Order, be promptly canceled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall, upon receipt of a Company Order, be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. The Trustee shall dispose of all canceled Securities held by it in accordance with its then customary procedures
and deliver a certificate of such disposal to the Company upon its written request therefor. The acquisition of any Securities
by the Company shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such
Securities are surrendered to the Trustee for cancellation.


 






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Section 3.10 Computation of Interest.
Except as otherwise specified pursuant to Section 3.01 for Securities of any series, interest on
the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11 Currency of Payments in
Respect of Securities.


 


(a) Except as otherwise specified pursuant
to Section 3.01 for Securities of any series, payment of the principal of and premium, if any, and interest on Securities of such
series will be made in U.S. Dollars.


 


(b) For purposes of any provision of the
Indenture where the Holders of Outstanding Securities may perform an action that requires that a specified percentage of the Outstanding
Securities of all series perform such action and for purposes of any decision or determination by the Trustee of amounts due and
unpaid for the principal of and premium, if any, and interest on the Securities of all series in respect of which moneys are to
be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding Securities denominated in a Foreign
Currency will be the amount in U.S. Dollars based upon exchange rates, determined as specified pursuant to Section 3.01 for Securities
of such series, as of the date for determining whether the Holders entitled to perform such action have performed it or as of the
date of such decision or determination by the Trustee, as the case may be.


 


(c) Any decision or determination to be
made regarding exchange rates shall be made by an agent appointed by the Company; provided, that such agent shall accept
such appointment in writing and the terms of such appointment shall, in the opinion of the Company at the time of such appointment,
require such agent to make such determination by a method consistent with the method provided pursuant to Section 3.01 for the
making of such decision or determination. All decisions and determinations of such agent regarding exchange rates shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders
of the Securities.


 


Section 3.12 Judgments. The
Company may provide pursuant to Section 3.01 for Securities of any series that (a) the obligation, if any, of the Company to pay
the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the “Designated
Currency”) as may be specified pursuant to Section 3.01 is of the essence and agrees that, to the fullest extent possible
under applicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation of
the Company to make payments in the Designated Currency of the principal of and premium, if any, and interest on such Securities
shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the
extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other Currency (after any premium and cost of exchange) on the business day in the country of
issue of the Designated Currency or in the international banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any
reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate
for such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full force and effect.


 


Section 3.13 CUSIP Numbers. The
Company in issuing any Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and thereafter with respect
to such series, the Trustee may use such numbers in any notice of redemption or exchange with respect to such series 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 identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers.


 






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ARTICLE IV



REDEMPTION OF SECURITIES


 


Section 4.01 Applicability of Right of
Redemption. Redemption of Securities (other than pursuant to a sinking fund, amortization or
analogous provision) permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant to
Section 3.01 for Securities of any series) in accordance with this Article; provided, however, that if any such terms of
a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.


 


Section 4.02 Selection of Securities
to be Redeemed. 


 


(a) If the Company shall at any time elect
to redeem all or any portion of the Securities of a series then Outstanding, it shall at least 30 days prior to the Redemption
Date fixed by the Company (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of such Redemption
Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as the Trustee shall deem appropriate in accordance with the applicable procedures of the Depositary, and which may provide
for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. In any case where more than one Security of such series is registered in
the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one Security of
such series. The Trustee shall, as soon as practicable, notify the Company in writing of the Securities and portions of Securities
so selected.


 


(b) 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 that has been or is to
be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary
thereof shall not be included in the Securities selected for redemption.


 


Section 4.03 Notice of Redemption.


 


(a) Notice of redemption shall be given
by the Company or, at the Company’s request in an Officer’s Certificate, delivered to the Trustee at least five (5)
Business Days before the requested date of delivery of the notice to Holders (unless a shorter period shall be satisfactory to
the Trustee), by the Trustee in the name and at the expense of the Company, not less than 30 nor more than 60 days prior to the
Redemption Date, to the Holders of Securities of any series to be redeemed in whole or in part pursuant to this Article, in the
manner provided in Section 16.04. Any notice so given shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. Failure to give such notice, or any defect in such notice to the Holder of any Security of a series
designated for redemption, in whole or in part, shall not affect the sufficiency of any notice of redemption with respect to the
Holder of any other Security of such series.


 


(b) All notices of redemption shall identify
the Securities to be redeemed (including CUSIP, ISIN or other similar numbers, if available) and shall state:


 


(i) such election by the Company
to redeem Securities of such series pursuant to provisions contained in this Indenture or the terms of the Securities of such series
or a supplemental indenture establishing such series, if such be the case;


 


(ii) the Redemption Date;


 


(iii) the Redemption Price;


 


(iv) if less than all Outstanding
Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts)
of the Securities of such series to be redeemed;


 






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(v) that on the Redemption Date
the Redemption Price will become due and payable upon each such Security to be redeemed, and that, if applicable, interest thereon
shall cease to accrue on and after said date;


 


(vi) the Place or Places of
Payment where such Securities are to be surrendered for payment of the Redemption Price; and


 


(vii) that the redemption is
for a sinking fund, if such is the case;


 


Section 4.04 Deposit of Redemption Price.
On or prior to 11:00 a.m., New York City time, on the Redemption Date for any Securities, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 6.03) an amount of money in the Currency in which such Securities are denominated (except as provided
pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof that are to be redeemed
on that date.


 


Section 4.05 Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid, any Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall Default
in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price; provided, however, that
(unless otherwise provided pursuant to Section 3.01) installments of interest that have a Stated Maturity on or prior to the Redemption
Date for such Securities shall be payable according to the terms of such Securities and the provisions of Section 3.08.


 


If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal thereof and premium, if any, thereon shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.


 


Section 4.06 Securities Redeemed in Part.
Any Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office
or such other office or agency of the Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar
and the Trustee duly executed by the Holder thereof or his, her or its attorney duly authorized in writing, and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; except that
if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered. In the case of a Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may
make a notation on such Security of the payment of the redeemed portion thereof.


 


ARTICLE V



SINKING FUNDS


 


Section 5.01 Applicability of Sinking
Fund.


 


(a) Redemption of Securities permitted
or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities shall
be made in accordance with such terms of such series of Securities and this Article, except as otherwise specified pursuant to
Section 3.01 for Securities of such series, provided, however, that if any such terms of a series of Securities shall conflict
with any provision of this Article, the terms of such series shall govern.


 






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(b) The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any 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
Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02.


 


Section 5.02 Mandatory Sinking Fund
Obligation. The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation,
in whole or in part, with respect to a particular series of Securities by (a) delivering to the Trustee Securities of such series
in transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant
to Section 4.03 or (b) receiving credit for Securities of such series (not previously so credited) acquired by the Company and
theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal
to the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such
Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking Fund
Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s
Certificate, which shall designate the Securities (and portions thereof, if any) so delivered or credited and which shall be accompanied
by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Company, at or
before the time so required, to give such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall
be paid entirely in moneys.


 


Section 5.03 Optional Redemption at Sinking
Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02, to the extent,
if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking
Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the
Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward
to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment
obligation as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any
year it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s Certificate
stating that the Company will exercise such optional right, and specifying the amount which the Company will pay on or before the
next succeeding sinking fund payment date. Such Officer’s Certificate shall also state that no Event of Default has occurred
and is continuing.


 


Section 5.04 Application of Sinking Fund
Payment.


 


(a) If the sinking fund payment or payments
made in funds pursuant to either Section 5.02 or 5.03 with respect to a particular series of Securities plus any unused balance
of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser sum if the Company
shall so request, or such equivalent sum for Securities denominated other than in U.S. Dollars), it shall be applied by the Trustee
on the sinking fund payment date next following the date of such payment, unless the date of such payment shall be a sinking fund
payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption of Securities of
such series at the redemption price specified pursuant to Section 4.03(b). The Trustee shall select, in the manner provided in
Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb
said funds, as nearly as may be, and shall, at the expense and in the name of the Company, thereupon cause notice of redemption
of the Securities to be given in substantially the manner provided in Section 4.03(a) for the redemption of Securities in part
at the option of the Company, except that the notice of redemption shall also state that the Securities are being redeemed for
the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be
added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall be applied in accordance
with the provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment
date with respect to Securities of such series, and not held for the payment or redemption of particular Securities of such series,
shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity.


 


(b) On or prior to each sinking fund payment
date, the Company shall pay to the Trustee a sum equal to all interest accrued to but not including the date fixed for redemption
on Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.


 






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(c) The Trustee shall not redeem any Securities
of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking
fund during the continuance of a Default in payment of interest on any Securities of such series or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph) of which a Responsible Officer of the Trustee has actual
knowledge, except that if the notice of redemption of any Securities of such series shall theretofore have been mailed in accordance
with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be deposited with
the Trustee in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund at the time any such
Default or Event of Default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of all the Securities of such series; provided, however,
that in case such Default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter
be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of
this Section 5.04.


 


ARTICLE VI



PARTICULAR COVENANTS OF THE COMPANY


 


The Company hereby covenants and agrees as follows:


 


Section 6.01 Payments of Securities.
The Company will duly and punctually pay the principal of and premium, if any, on each series of
Securities, and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities
and in this Indenture.


 


Section 6.02 Paying Agent.


 


(a) The Company will maintain in each Place
of Payment for any series of Securities, if any, an office or agency where Securities may be presented or surrendered for payment,
where 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 and this Indenture may be served (the “Paying Agent”). The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as Paying Agent to receive all presentations, surrenders, notices and demands; provided,
however that the Trustee shall not be deemed an agent of the Company for legal service of process.


 


(b) The Company may also from time to time
designate different or additional offices or agencies where the Securities of any series may be presented or surrendered for any
or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the
preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission
of designation and of any change in the location of any such different or additional office or agency. The Company shall enter
into an appropriate agency agreement with any Paying Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. The
Company or any Affiliate thereof may act as Paying Agent.


 


Section 6.03 To Hold Payment in Trust.


 


(a) If the Company or an Affiliate thereof
shall at any time act as Paying Agent with respect to any series of Securities, then, on or before the date on which the principal
of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof
for redemption shall become payable, the Company or such Affiliate will segregate and hold in trust for the benefit of the Holders
of such Securities or the Trustee a sum sufficient to pay such principal and premium, if any, or interest which shall have so become
payable until such sums shall be paid to such Holders or otherwise disposed of as herein provided, and will notify the Trustee
of its action or failure to act in that regard. Upon any proceeding under any federal bankruptcy laws with respect to the Company
or any Affiliate thereof, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company
or such Affiliate as Paying Agent.


 






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(b) If the Company shall appoint, and at
the time have, a Paying Agent for the payment of the principal of and premium, if any, or interest on any series of Securities,
then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any, or interest on any of
the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for
redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such principal and premium, if any, or interest,
such sum to be held in trust for the benefit of the Holders of such Securities or the Trustee, and (unless such Paying Agent is
the Trustee), the Company or any other obligor of such Securities will promptly notify the Trustee of its payment or failure to
make such payment.


 


(c) If the Paying Agent shall be other
than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 6.03, that such Paying Agent shall:


 


(i) hold all moneys held by
it for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit
of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposed of as herein provided;


 


(ii) give to the Trustee notice
of any Default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal
of and premium, if any, or interest on the Securities of that series; and


 


(iii) at any time during the
continuance of any such Default, upon the written request of the Trustee, pay to the Trustee all sums so held in trust by such
Paying Agent.


 


(d) Anything in this Section 6.03 to the
contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release, satisfaction or discharge of this
Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or by any Paying
Agent other than the Trustee as required by this Section 6.03, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent.


 


(e) Subject to applicable law, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium,
if any, or interest on any Security of any series and remaining unclaimed for two years after such principal and premium, if any,
or interest has become due and payable shall be paid to the Company upon Company Order or (if then held by the Company) shall be
discharged from such trust, and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such amounts without interest thereon, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Company may publish or cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


 


Section 6.04 Merger, Consolidation and
Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities:


 


(a) The Company will not consolidate
with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any
other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the
Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall
expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with
such consolidation, merger, sale or lease, the due and punctual payment of the principal of and interest and premium, if any,
on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations
to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; (ii)
immediately after such consolidation, merger, sale, lease or purchase the Company or the successor, transferee or lessee
entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture;
and (iii) the Company or such successor, transferee or lessee entity shall have delivered to the Trustee and Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease
complies with this Indenture and all conditions precedent thereto have been satisfied.


 






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(b) Upon any consolidation with or merger
into any other entity, or any sale, conveyance or lease of all or substantially all of the assets of the Company in accordance
with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which
the Company is sold or to which such conveyance, transfer or lease 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 entity had been named as the
Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and
covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power
of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision
of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like
force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In
the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore
have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this
Indenture and the Securities and may thereupon be dissolved and liquidated.


 


Section 6.05 Compliance Certificate.
Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities,
the Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from
the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this Indenture (which compliance shall be determined without
regard to any period of grace or requirement of notice provided under this Indenture) and, in the event of any Default, specifying
each such Default and the nature and status thereof of which such person may have knowledge. Such certificates need not comply
with Section 16.01 of this Indenture.


 


Section 6.06 Conditional Waiver by Holders
of Securities. Anything in this Indenture to the contrary notwithstanding, the Company may fail
or omit in any particular instance to comply with a covenant or condition set forth herein with respect to any series of Securities
if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided
in Article VIII) of the consent of the Holders of a majority in aggregate principal amount of the Securities of such series at
the time Outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, or impair any
right consequent thereon and, until such waiver shall have become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force and effect.


 


Section 6.07 Statement by Officers as
to Default. The Company shall deliver to the Trustee as soon as possible and in any event within
30 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the details of
such Event of Default or Default and the action which the Company proposes to take with respect thereto.


 


ARTICLE VII



REMEDIES OF TRUSTEE AND SECURITYHOLDERS


 


Section 7.01 Events of Default. Except
where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term “Event of
Default” as used in this Indenture with respect to Securities of any series shall mean any of the following described events
unless it is either inapplicable to a particular series or it is specifically deleted or modified in the manner contemplated in
Section 3.01:


 


(a) the failure of the Company to pay any
installment of interest on any Security of such series when and as the same shall become payable, which failure shall have continued
unremedied for a period of 30 days;


 






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(b) the failure of the Company to pay the
principal of (and premium, if any, on) any Security of such series, when and as the same shall become payable, whether at Maturity
as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), upon acceleration under this Indenture
or otherwise;


 


(c) the failure of the Company to pay a
sinking fund installment, if any, when and as the same shall become payable by the terms of a Security of such series, which failure
shall have continued unremedied for a period of 30 days;


 


(d) the failure of the Company, subject
to the provisions of Section 6.06, to perform any covenants or agreements contained in this Indenture (including any indenture
supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01) (other than a
covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities other
than that series and other than a covenant or agreement a default in the performance of which is elsewhere in this Section 7.01
specifically addressed), which failure shall not have been remedied, or without provision deemed to be adequate for the remedying
thereof having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall
have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of such
series then Outstanding, specifying such failure, requiring the Company to remedy the same and stating that such notice is a “Notice
of Default” hereunder;


 


(e) the entry by a court having jurisdiction
in the premises of a decree or order for relief in respect of the Company in an involuntary case under the federal bankruptcy laws,
as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company
or of substantially all the property of the Company or ordering the winding-up or liquidation of its affairs and such decree or
order shall remain unstayed and in effect for a period of 90 consecutive days;


 


(f) the commencement by the Company of
a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an order for relief in
an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of substantially all the property
of the Company or the making by it of an assignment for the benefit of creditors or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any action; or


 


(g) the occurrence of any other Event of
Default with respect to Securities of such series as provided in Section 3.01;


 


provided, however, that no event described in clause (d) or
(other than with respect to a payment default) (g) above shall constitute an Event of Default hereunder until a Responsible Officer
of the Trustee has actual knowledge thereof or the Holders of 25% or more in aggregate principal amount of the Securities of such
series the Outstanding, notify the Company (and the Trustee in case of notice by the Holders) of the Default, specifying the Default,
requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder.


 


Notwithstanding the foregoing provisions of this Section 7.01,
to the extent elected by the Company, the sole remedy for an Event of Default relating to the failure to comply with the reporting
obligations specified in Section 10.02, and for any failure to comply with the requirements of § 314(a)(1) of the TIA, shall
for the first 60 days after the occurrence of such an Event of Default consist exclusively of the right to receive additional interest
on the Securities at an annual rate equal to 0.25% of the principal amount of the Securities. The additional interest will accrue
on all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with the
reporting obligations specified in Section 10.02 first occurs to but not including the 60th day thereafter (or such earlier date
on which the Event of Default relating to the reporting obligations shall have been cured or waived). On such 60th day (or earlier,
if the Event of Default relating to the reporting obligations is cured or waived prior to such 60th day), such additional interest
will cease to accrue and, if the Event of Default relating to the reporting obligations has not been cured or waived prior to such
60th day, the Securities shall be subject to an acceleration of maturity as provided in Section 7.02(a).


 






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The provisions of the immediately preceding paragraph will not
affect the rights of Holders in the event of the occurrence of any other Event of Default; provided, however, that in no
event will the rate of additional interest accruing pursuant to the immediately preceding paragraph at any time exceed 1.00% per
annum, in the aggregate. In the event the Company does not elect to pay additional interest upon an Event of Default in accordance
with the immediately preceding paragraph, the Securities shall be subject to an acceleration of maturity as provided in Section
7.02(a). If the Company elects to pay additional interest as the sole remedy for an Event of Default relating to the failure to
comply with the reporting obligations specified in Section 10.02, and for any failure to comply with the requirements of §
314(a)(1) of the TIA in accordance with the immediately preceding paragraph, the Company shall notify all Holders and the Trustee
and Paying Agent of such election on or before the close of business on the date on which such Event of Default first occurs.


 


Notwithstanding the foregoing provisions of this Section 7.01,
if the principal or any premium or interest on any Security is payable in a Currency other than the Currency of the United States
and such Currency is not available to the Company for making payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to Holders of the Securities
by making such payment in the Currency of the United States in an amount equal to the Currency of the United States equivalent
of the amount payable in such other Currency, as determined by the Company’s agent in accordance with Section 3.11(c) hereof
by reference to the noon buying rate in The City of New York for cable transfers for such Currency (“Exchange Rate”),
as such Exchange Rate is reported or otherwise made available by the Federal Reserve Bank of New York on the date of such payment,
or, if such rate is not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing
provisions of this Section 7.01, any payment made under such circumstances in the Currency of the United States where the required
payment is in a Currency other than the Currency of the United States will not constitute an Event of Default under this Indenture.


 


Section 7.02 Acceleration; Rescission
and Annulment.


 


(a) Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, if any one or more of the above-described Events of Default (other than
an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect to Securities of any series at the time
Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders
of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal (or, if the Securities
of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of
that series) of and all accrued and unpaid interest on all the Securities of such series then Outstanding 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 acceleration such
principal amount (or specified amount) and accrued and unpaid interest thereon shall become immediately due and payable. If an
Event of Default specified in Section 7.01(e) or 7.01(f) occurs and is continuing, then in every such case, the principal amount
(or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified
by the terms of that series) of and accrued and unpaid interest on all of the Securities of that series then Outstanding shall
automatically, and without any acceleration or any other action on the part of the Trustee or any Holder, become due and payable
immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.01 and
except as otherwise provided pursuant to Section 3.01), all obligations of the Company in respect of the payment of principal of
and interest on the Securities of such series shall terminate.


 


(b) The provisions of Section 7.02(a),
however, are subject to the condition that, at any time after the principal and accrued and unpaid interest on all the Securities
of such series, to which any one or more of the above-described Events of Default is applicable, shall have been so declared to
be or shall have automatically become due and payable, and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article, Holders of a majority in principal amount of the Securities of that Series
then Outstanding, by written notice to the Company and the Trustee, may rescind and annual such acceleration if:


 


(i) the Company has paid or
deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.01
and except as otherwise provided pursuant to Section 3.01) sufficient to pay:


 


(A) all amounts owing the
Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however, that all sums payable under this
clause (A) shall be paid in U.S. Dollars);


 



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(B) all accrued and unpaid
interest, if any, upon all the Securities of such series with interest thereon to the extent that interest thereon shall be legally
enforceable, on any overdue installment of interest at the rate borne by or prescribed in such Securities; and


 


(C) the principal of and accrued
and unpaid premium, if any, on any Securities of such series that have become due otherwise than by such acceleration with interest
thereon to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne
by or prescribed in such Securities; and


 


(ii) every other Default and
Event of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series
which have become due solely by such acceleration, have been cured or waived as provided in Section 7.06.


 


(c) No such rescission shall affect any
subsequent default or impair any right consequent thereon.


 


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


 


Section 7.03 Other Remedies. If
the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail
to pay the principal of and premium, if any, on any of the Securities of such series when and as the same shall become due and
payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by acceleration as authorized
by this Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series
of Securities, then, upon demand of the Trustee, the Company will pay to the Paying Agent for the benefit of the Holders of Securities
of such series then Outstanding the whole amount which then shall have become due and payable on all the Securities of such series
for principal, premium, if any, and accrued and unpaid interest, with interest (so far as the same may be legally enforceable)
on the overdue principal and on the overdue premium, if any, and accrued and unpaid interest at the rate borne by or prescribed
in such Securities, and all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a).


 


In case the Company shall fail forthwith
to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered
to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or
any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property
of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every
recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee
and any predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series of
Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or
this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any
thereof at any trial or any proceeding relative thereto.


 


Section 7.04 Trustee as
Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to have appointed the Trustee, the true and
lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in Default in
respect of the payment of the principal of, premium, if any, or interest on, any of the Securities), in its own name and as
trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities or
to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other
papers and documents and amendments of any thereof, as may be necessary or advisable in order to have the claims of the
Trustee and any predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding and to
collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and
all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable
in order to enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any
of such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such
proceeding is hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding the same,
shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any such
payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor
trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall be deemed to
authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of
reorganization or readjustment affecting the Securities or the rights of any Holder thereof, or to authorize or empower the
Trustee to vote in respect of the claim of any Holder of any Securities in any such proceeding.


 






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Section 7.05 Priorities. Any
moneys or properties collected by the Trustee with respect to a series of Securities under this Article VII shall be applied in
the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in the case
of the distribution of such moneys or properties on account of the Securities of any series, upon presentation of the Securities
of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First: To the payment of all amounts due to the
Trustee and any predecessor trustee hereunder under Section 11.01(a).


 


Second: Subject to Article XV (to the extent applicable
to any series of Securities then outstanding), to the payment of the amounts then due and unpaid for principal of and any premium
and interest on the Outstanding Securities of such series 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 Outstanding Securities for
principal and any premium and interest, respectively.


 


Any surplus then remaining shall be paid to the Company or as
directed by a court of competent jurisdiction.


 


Section 7.06 Control by Securityholders;
Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities of any
series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such
series, provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be
taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in personal liability.
Prior to any acceleration of the Maturity of the Securities of any series, the Holders of a majority in aggregate principal amount
of such series of Securities at the time Outstanding may on behalf of the Holders of all of the Securities of such series waive
any past Default or Event of Default hereunder and its consequences except a Default in the payment of interest or any premium
on or the principal of the Securities of such series. Upon any such waiver the Company, the Trustee and the Holders of the Securities
of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of
Default hereunder shall have been waived as permitted by this Section 7.06, said Default or Event of Default shall for all purposes
of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.


 


Section 7.07 Limitation on
Suits. No Holder of any Security of any series shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver
or for any other remedy hereunder, in each case with respect to an Event of Default with respect to such series of
Securities, unless such Holder previously shall have given to the Trustee written notice of one or more of the Events of
Default herein specified with respect to such series of Securities, and unless also the Holders of 25% or more in principal
amount of the Securities of such series then Outstanding shall have requested the Trustee in writing to take action in
respect of the matter complained of, and unless also there shall have been offered to the Trustee security and indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60
days after receipt of such notification, request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding; and such notification, request and offer of indemnity are hereby declared in every such case
to be conditions precedent to any such action, suit or proceeding by any Holder of any Security of such series; it being
understood and intended that no one or more of the Holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner herein provided, and that
every action, suit or proceeding at law or in equity shall be instituted, had and maintained in the manner herein provided
and for the equal benefit of all Holders of the Outstanding Securities of such series; provided, however, that nothing
in this Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such series to the respective
Holders of such Securities at the respective due dates in such Securities stated, or affect or impair the right, which is
also absolute and unconditional, of such Holders to institute suit to enforce the payment thereof.


 






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Section 7.08 Undertaking for Costs.
All parties to this Indenture and each Holder of any Security, by such Holder’s acceptance
thereof, shall be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the
enforcement of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay
the costs of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section
7.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted
by any one or more Holders of Securities holding in the aggregate more than 10% in principal amount of the Securities of any series
Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of any series for the enforcement of the
payment of the principal of or premium, if any, or the interest on, any of the Securities of such series, on or after the respective
due dates expressed in such Securities.


 


Section 7.09 Remedies Cumulative.
No remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities of any
series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission
of the Trustee or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event
of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or
an acquiescence therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of Securities of
any series, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders
of Securities of such series, as the case may be. In case the Trustee or any Holder of Securities of any series shall have proceeded
to enforce any right under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned
because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder of Securities,
then and in every such case the Company, the Trustee and the Holders of the Securities of such series shall severally and respectively
be restored to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the Trustee and the
Holders of the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters
so waived or adjudicated.


 


ARTICLE VIII



CONCERNING THE SECURITYHOLDERS


 


Section 8.01 Evidence of Action of
Securityholders. Whenever in this Indenture it is provided that the Holders of a specified
percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action
(including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the Holders of such specified percentage or majority have joined
therein may be evidenced by (a) any instrument or any number of instruments of similar tenor executed by Securityholders in
person, by an agent or by a proxy appointed in writing, including through an electronic system for tabulating consents
operated by the Depositary for such series or otherwise (such action becoming effective, except as herein otherwise expressly
provided, when such instruments or evidence of electronic consents are delivered to the Trustee and, where it is hereby
expressly required, to the Company), or (b) by the record of the Holders of Securities voting in favor thereof at any meeting
of Securityholders duly called and held in accordance with the provisions of Article IX, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Securityholders.


 






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Section 8.02 Proof of Execution or Holding
of Securities. Proof of the execution of any instrument by a Securityholder or his, her or its
agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a) The fact and date of the execution
by any Person of any such instrument may be proved (i) by the certificate of any notary public or other officer in any jurisdiction
who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such jurisdiction, that the
Person who signed such instrument did acknowledge before such notary public or other officer the execution thereof, or (ii) by
the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a Person
acting in other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his
or her authority.


 


(b) The ownership of Securities of any
series shall be proved by the Register of such Securities or by a certificate of the Registrar for such series.


 


(c) The record of any Holders’ meeting
shall be proved in the manner provided in Section 9.06.


 


(d) The Trustee may require such additional
proof of any matter referred to in this Section 8.02 as it shall deem appropriate or necessary, so long as the request is a reasonable
one.


 


(e) If the Company shall solicit from the
Holders of Securities of any series any action, the Company may, at its option fix in advance a record date for the determination
of Holders of Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company’s discretion. If such a record date is fixed, such action may be sought or given before or
after the record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed
to be Holders of Securities for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities
of such series have authorized or agreed or consented to such action, and for that purpose the Outstanding Securities of such series
shall be computed as of such record date.


 


Section 8.03 Persons Deemed Owners.


 


(a) The Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest, if any, on, such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary. All payments made to any Holder, or upon his, her or
its order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability for moneys
payable upon such Security.


 


(b) None of the Company, the Trustee, any
Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made
on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


Section 8.04 Effect of Consents.
After an amendment, supplement, waiver or other action becomes effective as to any series of Securities,
a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every Holder.


 






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ARTICLE IX



SECURITYHOLDERS’ MEETINGS


 


Section 9.01 Purposes of Meetings.
A meeting of Securityholders of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article IX for any of the following purposes:


 


(a) to give any notice to the Company or
to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default or Event of Default hereunder
and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of
Article VIII;


 


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


 


(c) to consent to the execution of an Indenture
or of indentures supplemental hereto pursuant to the provisions of Section 14.02; or


 


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


 


Section 9.02 Call of Meetings by Trustee.
The Trustee may at any time call a meeting of all Securityholders of all series that may be affected
by the action proposed to be taken, to take any action specified in Section 9.01, to be held at such time and at such place as
the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to Holders of Securities of
such series at their addresses as they shall appear on the Register of the Company. Such notice shall be mailed not less than 20
nor more than 90 days prior to the date fixed for the meeting.


 


Section 9.03 Call of Meetings by Company
or Securityholders. In case at any time the Company or the Holders of at least 10% in aggregate
principal amount of the Securities of a series (or of all series, as the case may be) then Outstanding that may be affected by
the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series (or of all
series), by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders
may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01,
by mailing notice thereof as provided in Section 9.02.


 


Section 9.04 Qualifications for Voting.
To be entitled to vote at any meeting of Securityholders, a Person shall (a) be a Holder of one or
more Securities affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing
as proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be present or to speak at any meeting
of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.


 


Section 9.05 Regulation of Meetings. 


 


(a) Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders,
in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem fit.


 


(b) The Trustee shall, by an instrument
in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders
as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chair. A permanent chairman and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.


 






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(c)
At any meeting of Securityholders of a series, each Securityholder of such series of such Securityholder’s proxy shall be
entitled to one vote for each $1,000 principal amount of Securities of such series Outstanding held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue
of Securities of such series held by him or her or instruments in writing as aforesaid duly designating him or her as the Person
to vote on behalf of other Securityholders. At any meeting of the Securityholders duly called pursuant to the provisions of Section
9.02 or 9.03, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action
upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such
meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.


 


Section
9.06 Voting. The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written ballots
on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and
the principal amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 9.02. The record shall show the principal amounts of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting
and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.


 


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


 


Section
9.07 No Delay of Rights by Meeting. Nothing contained in this Article IX shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to
make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to
the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series.


 


ARTICLE
X



REPORTS BY THE COMPANY AND THE TRUSTEE AND



SECURITYHOLDERS’ LISTS


 


Section
10.01 Reports by Trustee.


 


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


 


(b)
The Trustee shall, at the time of the transmission to the Holders of Securities of any report pursuant to the provisions of this
Section 10.01, file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with
the SEC in respect of a Security listed and registered on a national securities exchange, if any. The Company agrees to notify
the Trustee in writing when, as and if the Securities become listed on any stock exchange or any delisting thereof.


 


(c)
The Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to
the provisions of this Section 10.01 and of Section 10.02.


 






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Section
10.02 Reports by the Company. The Company shall deliver to the Trustee and file with the SEC, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided in the Trust Indenture Act; provided that, unless available on EDGAR, any such
information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall
be delivered to the Trustee within 30 days after the same is filed with the SEC, provided, however, that the Trustee shall
not be required to determine whether such information, documents or reports are available on EDGAR. 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 actual or constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates). Notwithstanding any provisions hereunder to the contrary, the foregoing provisions of this Section
10.02 are subject, in their entirety, to the provisions of Section 7.01.


 


Section
10.03 Securityholders’ Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the
Trustee with respect to the Securities of each series a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of Securities to which such Record Date applies, as of such Record Date, within 15 days after receipt
by the Company of any such request; provided, however, that so long as the Trustee shall be the Registrar, such lists shall
not be required to be furnished.


 


ARTICLE
XI



CONCERNING THE TRUSTEE


 


Section
11.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon the
terms and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of
the Securities agree:


 


(a)
The Trustee shall be entitled to such compensation as the Company and the Trustee shall from time to time agree in writing for
all services rendered by it hereunder (including in any agent capacity in which it acts). The compensation of the Trustee shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The Company shall reimburse
the Trustee promptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
the Trustee (including the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its own negligence or willful misconduct.


 


The
Company also agrees to indemnify each of the Trustee and any predecessor Trustee hereunder for, and to hold it harmless against,
any and all loss, liability, damage, claim, suits or proceedings at law or in equity or any other expense, charges or fees incurred
without its own negligence or willful misconduct, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder and the performance of its duties (including in any agent capacity in which it acts), as well as the
reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation,
reasonable attorneys’ fees and expenses and the costs and expenses incurred and including those incurred with respect to
enforcement of its rights to indemnity hereunder), except those attributable to its negligence or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have one separate counsel of its selection 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.


 


As
security for the performance of the obligations of the Company under this Section 11.01(a), the Trustee shall have a lien upon
all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee to pay principal of
and interest on any Securities. Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company
to compensate and indemnify the Trustee under this Section 11.01(a) shall survive the resignation or removal of the Trustee, the
termination of this Indenture and any satisfaction and discharge under Article XII. When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (e) or (f) of Section 7.01 occurs, the expenses and compensation for the
services are intended to constitute administrative expenses for the purpose of priority as established under any applicable federal
or state bankruptcy, insolvency or similar laws.


 






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(b)
The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its agents and
attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder.


 


(c)
The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Securities
(except its certificates of authentication thereon) contained, all of which are made solely by the Company; and the Trustee shall
not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of
this Indenture or of the Securities (except its certificates of authentication thereon), and the Trustee makes no representation
with respect thereto, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form
T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable
for the use or application by the Company of any Securities, or the proceeds of any Securities, authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture. Neither the Trustee nor any of its directors, officers, employees
agents or affiliates shall be responsible for nor have any duty to monitor the performance or action of the Company, nor any of
its directors, members, officers, agents affiliates or employees, nor shall it have any liability in connection with the malfeasance
or nonfeasance by such party. The Trustee shall have no duty to inquire, and no duty to determine or monitor as to the performance
of the Company’s covenants in this Indenture and the financial performance of the Company; the Trustee shall be entitled
to assume, unless it has received written notice in accordance with this Indenture, that the Company is properly performing its
duties hereunder. The Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for
any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform its
duties as set forth herein as a result of any such inaccuracy or incompleteness.


 


(d)
The Trustee may consult with counsel of its selection, and, to the extent permitted by Section 11.02, any advice of such counsel
or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the
Trustee hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(e)
The Trustee, to the extent permitted by Section 11.02, may conclusively rely upon the certificate of the Secretary or one of the
Assistant Secretaries of the Company as to the adoption of any Board Resolution or resolution of the shareholders of the Company,
and any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by, and whenever in
the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee may conclusively rely upon, an Officer’s Certificate of the Company
(unless other evidence in respect thereof be herein specifically prescribed).


 


(f)
Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
with the same rights it would have had if it were not the Trustee or such agent.


 


(g)
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with
the Company.


 


(h)
Any action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any Person who at the time
is the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of
any Security or Securities which may be issued for or in lieu thereof in whole or in part, whether or not such Security shall
have noted thereon the fact that such request or consent had been made or given.


 


(i)
Subject to the provisions of Section 11.02, the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgment, approval,
bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the
proper party or parties.


 






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(j)
Subject to the provisions of Section 11.02, the Trustee shall not be under any obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Holders of the Securities, pursuant to any provision
of this Indenture, unless one or more of the Holders of the Securities shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be incurred by it therein or thereby.


 


(k)
Subject to the provisions of Section 11.02, the Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within its discretion or within the rights or powers conferred upon it by this Indenture.


 


(l)
Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have knowledge or notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Holders of not less than 25%
of the Outstanding Securities notify the Trustee thereof at the Corporate Trust Office and such notice references this Indenture
and the Securities and states that it is a notice of Default or an Event of Default.


 


(m)
Subject to the provisions of the first paragraph of Section 11.02, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, may, but shall
not be required to, make further inquiry or investigation into such facts or matters as it may see fit.


 


(n)
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.


 


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


 


(p)
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


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


 


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


 


Section
11.02 Duties of Trustee.


 


(a)
If one or more of the Events of Default specified in Section 7.01 with respect to the Securities of any series shall have happened,
then, during the continuance thereof, the Trustee shall, with respect to such Securities, exercise such of the rights and powers
vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.


 


(b)
None of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own negligent action,
negligent failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding,


 


(i)
unless and until an Event of Default specified in Section 7.01 with respect to the Securities of any series shall have happened
which at the time is continuing:


 






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(A)
the Trustee undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically
set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose
duties and obligations shall be determined solely by the express provisions of this Indenture; and


 


(B)
the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in
the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions
of this Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts, statements, opinions or conclusions stated therein);


 


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


 


(iii)
the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or omitted
to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating
to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred
upon it by this Indenture.


 


(c)
None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.


 


(d)
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section 11.02.


 


Section
11.03 Notice of Defaults. Within 90 days after the occurrence thereof, and if actually known to the Trustee, the Trustee
shall give to the Holders of the Securities of a series notice of each Default or Event of Default with respect to the Securities
of such series actually known to the Trustee, by transmitting such notice to Holders at their addresses as the same shall then
appear on the Register of the Company, unless such Default shall have been cured or waived before the giving of such notice (the
term “Default” being hereby defined to be the events specified in Section 7.01, which are, or after notice or lapse
of time or both would become, Events of Default as defined in said Section). Except in the case of a Default or Event of Default
in payment of the principal of, premium, if any, or interest on any of the Securities of such series when and as the same shall
become payable, or to make any sinking fund payment as to Securities of the same series, the Trustee shall be protected in withholding
such notice, if and so long as a Responsible Officer or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities of such series.


 


Section
11.04 Eligibility; Disqualification.


 


(a)
The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus
of at least $50 million as set forth in its most recent published annual report of condition, and shall have a Corporate Trust
Office. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.


 


(b)
The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(i) any indenture or indentures under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are
met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions
of, the Trust Indenture Act and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date
of this Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting interest with respect
to the Securities of any series or to change any of the definitions in connection therewith, this Section 11.04 shall be automatically
amended to incorporate such changes.


 






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Section
11.05 Resignation and Notice; Removal. The Trustee, or any successor to it hereafter appointed, may at any time resign
and be discharged of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Company
notice in writing. Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment
by such successor Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time upon 30 days’
prior written notice by delivering to the Trustee and to the Company an instrument or instruments in writing signed by the Holders
of a majority in principal amount of the Securities of such series then Outstanding, specifying such removal and the date when
it shall become effective.


 


If
at any time:


 


(1)
the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since
the initial issuance of the Securities of such series), or


 


(2)
the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period
since the initial issuance of the Securities of such series), or


 


(3)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 


then,
in any such case, (i) the Company by written notice to the Trustee may remove the Trustee and appoint a successor Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any Securityholder who has been a bona fide Holder of a Security
for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such series)
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


In
addition, the Company may remove the Trustee with respect to Securities of any series without cause if the Company gives written
notice to the Trustee of such proposed removal at least three months in advance of the proposed effective date of such removal.


 


Upon
its resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services rendered
hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder.
The Trustee’s rights to indemnification provided in Section 11.01(a) shall survive its resignation or removal and the satisfaction
and discharge of the Indenture.


 


Section
11.06 Successor Trustee by Appointment. 


 


(a)
In case at any time the Trustee shall resign, or shall be removed or if a vacancy exists in the office of the Trustee for any
reason, with respect to Securities of any or all series, the Company shall promptly appoint a successor Trustee. However, if all
or substantially all the assets of the Company shall be in the possession of one or more custodians or receivers lawfully appointed,
or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of
the federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians,
trustees or assignees, as the case may be, shall promptly appoint a successor Trustee with respect to the Securities of any or
all series. Subject to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with
respect to the Securities of any series, the Trustee with respect to the Securities of such series shall cease to be Trustee hereunder.
After any such appointment other than by the Holders of Securities of any such series, the Person making such appointment shall
forthwith cause notice thereof to be mailed to the Holders of Securities of such series at their addresses as the same shall then
appear on the Register of the Company. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of such appointment.


 






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(b)
If any Trustee with respect to the Securities of one or more series shall resign or be removed and a successor Trustee shall not
have been appointed by the Company or, if any successor Trustee so appointed shall not have accepted its appointment within 30
days after such appointment shall have been made, the resigning Trustee at the expense of the Company may apply to any court of
competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed
pursuant to the foregoing provisions of this Section 11.06 within three months after such appointment might have been made hereunder,
the Holder of any Security of the applicable series or any retiring Trustee at the expense of the Company may apply to any court
of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any,
as such court may deem proper and prescribe, appoint a successor Trustee.


 


(c)
Any successor Trustee appointed hereunder with respect to the Securities of one or more series shall execute, acknowledge and
deliver to its predecessor Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the
case may be, an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with
respect to such series of such predecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor
Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor
Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder with respect
to the Securities of such series, subject nevertheless to its lien provided for in Section 11.01(a). Nevertheless, on the written
request of the Company or of the successor Trustee or of the Holders of at least 10% in principal amount of the Securities of
any such series then Outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute
and deliver an instrument transferring to such successor Trustee upon the trusts herein expressed all the rights, powers and trusts
of such predecessor Trustee with respect to the Securities of such series and shall assign, transfer and deliver to the successor
Trustee all moneys and properties held by such predecessor Trustee with respect to the Securities of such series, subject nevertheless
to its lien provided for in Section 11.01(a); and, upon request of any such successor Trustee or the Company shall make, execute,
acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Trustee all such authority, rights, powers, trusts, immunities, duties and obligations.


 


Section
11.07 Successor Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by this
Indenture shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any
Person to which the Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate
trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper
or any further act on the part of any of the parties hereto; provided that such Person shall be otherwise qualified and eligible
under this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with
respect to one or more series of Securities, any of such Securities shall have been authenticated but not delivered by the Trustee
then in office, any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver
such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor
to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.


 


Section
11.08 Right to Rely on Officer’s Certificate. Subject to Section 11.02 and subject to the provisions of Section 16.01
with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or
willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate
or an Opinion of Counsel or both with respect thereto delivered to the Trustee, and such Officer’s Certificate or Opinion
of Counsel, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.


 






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Section
11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”) acceptable
to the Company to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment,
any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating Agent. Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.


 


Each
Authenticating Agent shall at all times be a corporation organized and doing business and in good standing under the laws of the
United States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.
If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Article XI, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Article XI, it shall resign immediately
in the manner and with the effect specified in this Article XI.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and
to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 11.09, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders
of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 11.09.


 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
11.09.


 


Section
11.10 Communications by Securityholders with Other Securityholders. Holders of Securities may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act with
respect to such communications.


 


ARTICLE
XII



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section
12.01 Applicability of Article. If pursuant to Section 3.01, provision is made for the defeasance of Securities of a series
and if the Securities of such series are denominated and payable only in U.S. Dollars (except as provided pursuant to Section
3.01), then the provisions of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for Securities
of such series. Defeasance provisions, if any, for Securities denominated in a Foreign Currency may be specified pursuant to Section
3.01.


 






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Section
12.02 Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series
issued under this Indenture are not to be affected), shall, upon Company Order, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Securities herein expressly provided for and rights to receive
payments of principal of and premium, if any, and interest on such Securities), 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 of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost
or stolen and that have been replaced or paid as provided in Section 3.07 and (B) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; or


 


(ii)
all Securities of such series not theretofore delivered to the Trustee for cancellation,


 


(A)
have become due and payable, or


 


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


 


(C)
if redeemable at the option of the Company (including, without limitation, by operation of any mandatory sinking fund), 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,


 


and
the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee or Paying Agent as
trust funds in trust for the purpose an amount in the Currency in which such Securities are denominated (except as otherwise provided
pursuant to Section 3.01) sufficient, in the opinion of an independent firm or certified public accountants, to pay and discharge
the entire Indebtedness on such Securities for principal and premium, if any, and interest to the date of such deposit (in the
case of Securities that have become due and payable) or to the Stated Maturity thereof or, in the case of Securities of such series
which are to be called for redemption as contemplated by (C) above, the applicable Redemption Date, as the case may be, and including
any mandatory sinking fund payments as and when the same shall become due and payable;


 


(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 Officer’s Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been
complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 11.01 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the obligations of the
Trustee under Section 12.07 and Section 6.03(e) shall survive.


 


Section
12.03 Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the Company’s
option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to
Securities of any series on the first day after the applicable conditions set forth below have been satisfied or (b) the Company
shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.04 and Section 10.02
with respect to Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive covenant added
for the benefit of such series pursuant to Section 3.01) at any time after the applicable conditions set forth below have been
satisfied (such action under clauses (a) or (b) of this paragraph in no circumstance may be construed as an Event of Default under
Section 7.01):


 






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(a)
The Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an
amount, or (ii) U.S. Government Obligations (as defined below) that, through the payment of interest and principal in respect
thereof in accordance with their terms, will provide, not later than one day before the due date of any payment, money in an amount,
or (iii) a combination of (i) and (ii), sufficient to pay and discharge each installment of principal (including any mandatory
sinking fund payments) of and premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments
of interest or principal and premium are due;


 


(b)
No Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other
than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit);


 


(c)
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 U.S. federal income tax purposes as a result of the Company’s exercise of its
option under this Section 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 option had not been exercised and, in the case of the Securities of such series being
Discharged pursuant to clause (x) of the first paragraph of this Section 12.03, such Opinion of Counsel shall be based upon and
accompanied by a ruling to that effect received by the Company from or published by the Internal Revenue Service;


 


(d)
if the monies or U.S. Government Obligations or combination thereof, as the case may be, deposited under clause (a) above are
sufficient to pay the principal of and premium, if any, and interest on the Securities of such series (including, without limitation,
any mandatory sinking fund payment) or any portion thereof to be redeemed on a particular Redemption Date (including, without
limitation, pursuant to a mandatory sinking fund), the Company shall have given to the Trustee irrevocable instructions to redeem
such Securities on such date and shall have made arrangements satisfactory to the Trustee for the giving of notice of such redemption
by the Trustee in the name, and at the expense, of the Company; and


 


(e)
the Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions
precedent to such action under this Indenture have been complied with.


 


“Discharged”
means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the
rights of Holders of Securities of such series to receive, from the trust fund described in clause (a) above, payment of the principal
of and premium, if any, and interest on such Securities when such payments are due, (B) the Company’s obligations with respect
to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.


 


“U.S.
Government Obligations” means securities that are (i) direct obligations of the United States for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States, that, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof,
and shall also include a depositary 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 depositary 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 depositary receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt..


 


Section
12.04 Repayment to Company. The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee) upon
Company Order any excess moneys or U.S. Government Obligations held by them at any time including any such moneys or obligations
held by the Trustee under any escrow trust agreement entered into pursuant to Section 12.06. Subject to applicable law, the provisions
of the last paragraph of Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities for which money or U.S. Government Obligations
have been deposited pursuant to Section 12.03.


 






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Section
12.05 Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received
on such U.S. Government Obligations.


 


Section
12.06 Deposits to Be Held in Escrow. Any deposits with the Trustee referred to in Section 12.03 above shall be irrevocable
(except to the extent provided in Sections 12.04 and 12.07) and shall be made under the terms of an escrow trust agreement. If
any Outstanding Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company. The agreement shall provide that, upon satisfaction of any mandatory
sinking fund payment requirements, whether by deposit of moneys, applications of proceeds of deposited U.S. Government Obligations
or, if permitted,, by delivery of Securities, the Trustee shall pay or deliver over to the Company as excess moneys pursuant to
Section 12.04 all funds or obligations then held under the agreement and allocable to the sinking fund payment requirements so
satisfied.


 


If
Securities of a series with respect to which such deposits are made may be subject to later redemption at the option of the Company
or pursuant to optional sinking fund payments, the applicable escrow trust agreement may, at the option of the Company, provide
therefor. In the case of an optional redemption in whole or in part, such agreement shall require the Company to deposit with
the Trustee on or before the date notice of redemption is given funds sufficient to pay the Redemption Price of the Securities
to be redeemed together with all unpaid interest thereon to the Redemption Date. Upon such deposit of funds, the Trustee shall
pay or deliver over to the Company as excess funds pursuant to Section 12.04 all funds or obligations then held under such agreement
and allocable to the Securities to be redeemed. In the case of exercise of optional sinking fund payment rights by the Company,
such agreement shall, at the option of the Company, provide that upon deposit by the Company with the Trustee of funds pursuant
to such exercise the Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 12.04 all funds or obligations
then held under such agreement for such series and allocable to the Securities to be redeemed.


 


Section
12.07 Application of Trust Money.


 


(a)
Neither the Trustee nor any other Paying Agent shall be required to pay interest on any moneys deposited pursuant to the provisions
of this Indenture, except such as it shall agree with the Company in writing to pay thereon. Subject to applicable law, any moneys
so deposited for the payment of the principal of, or premium, if any, or interest on the Securities of any series and remaining
unclaimed for two years after the date of the maturity of the Securities of such series or the date fixed for the redemption of
all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other Paying
Agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any
rights of the Holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable
only against the Company, and all liability of the Trustee or such other Paying Agent with respect to such moneys shall thereafter
cease.


 


(b)
Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its
behalf with the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on
any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other Paying Agent in
trust for the respective Holders of the Securities for the purpose for which such moneys shall have been deposited.


 


Section
12.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of any
series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited
with the Trustee under the foregoing provisions of this Article shall be as set forth in a Board Resolution, a Company Order or
in one or more supplemental indentures hereto.


 






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ARTICLE
XIII



IMMUNITY OF CERTAIN PERSONS


 


Section
13.01 No Personal Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest
on, any Security or for any claim based thereon or otherwise in respect thereof or of the Indebtedness represented thereby, or
upon any obligation, covenant or agreement of this Indenture, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor entity, either directly or through the Company or any successor entity,
whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely company obligations,
and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director,
as such, past, present or future, of the Company or of any successor entity, either directly or through the Company or any successor
entity, because of the incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations, covenants,
promises or agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator, shareholder, officer and director is, by the acceptance
of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of
the Securities expressly waived and released.


 


ARTICLE
XIV



SUPPLEMENTAL INDENTURES


 


Section
14.01 Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposes:


 


(a)
to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental
indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of
all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer
than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for
the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company;


 


(b)
to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which are
being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable
to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify
the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;


 


(c)
to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of
principal of or premium, if any, on Securities; provided that any such action shall not adversely affect the interests
of the Holders of Securities of any series in any material respect;


 


(d)
to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become
effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture
that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;


 


(e)
to evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of
the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental
indenture;


 


(f)
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series
of Securities and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);


 






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(g)
to secure any series of Securities;


 


(h)
to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof;


 


(i)
to cure any mistake, ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture
supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture
or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description
of the terms of such Securities in the prospectus supplement or other offering document applicable to such Securities at the time
of initial sale thereof, as provided in an Officer’s Certificate;


 


(j)
to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act;


 


(k)
to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities
in accordance with the terms of the applicable series of Securities;


 


(l)
to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders
of such Securities;


 


(m)
to provide for uncertificated securities in addition to certificated securities;


 


(n)
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any material respect;


 


(o)
to prohibit the authentication and delivery of additional series of Securities; or


 


(p)
to establish the form and terms of Securities of any series as permitted in Sections 2.01 and 3.01, or to authorize the issuance
of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized
amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other
conditions, limitations or restrictions thereafter to be observed.


 


Subject
to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental
indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer,
assignment, mortgage or pledge of any property or assets thereunder.


 


Any
supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company and the Trustee without
the consent of the Holders of any of the Securities at the time Outstanding.


 


Section
14.02 With Consent of Securityholders; Limitations. (a) With the consent of the Holders (evidenced as provided in Article
VIII) of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture
voting separately, the Company and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of this Indenture or
of modifying in any manner the rights of the Holders of the Securities of such series to be affected; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each such series
affected thereby,


 


(i)
extend the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount
thereof or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, or change the
place of payment where, or the Currency in which the principal of and premium, if any, or interest on such Security is denominated
or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon acceleration
of the Maturity thereof pursuant to Section 7.02, or impair the right to institute suit for the enforcement of any payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially adversely
affect the economic terms of any right to convert or exchange any Security as may be provided pursuant to Section 3.01; or


 






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(ii)
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions
of this Indenture or certain Defaults hereunder and their consequences provided for in this Indenture; or


 


(iii)
modify any of the provisions of this Section, Section 7.06 or Section 6.06, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 6.06,
or the deletion of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or


 


(iv)
change the Company’s obligation to pay additional amounts; or


 


(v)
modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.


 


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


 


(c)
It shall not be necessary for the consent of the Securityholders under this Section 14.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


(d)
The Company may set a record date for purposes of determining the identity of the Holders of each series of Securities entitled
to give a written consent or waive compliance by the Company as authorized or permitted by this Section. Such record date shall
not be more than 30 days prior to the first solicitation of such consent or waiver or the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act.


 


(e)
Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section
14.02, the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders
of Securities at their addresses as the same shall then appear in the Register of the Company. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


Section
14.03 Trustee Protected. Upon the written request of the Company, accompanied by the Officer’s Certificate and Opinion
of Counsel required by Section 16.01 and evidence reasonably satisfactory to the Trustee of consent of the Holders if the supplemental
indenture is to be executed pursuant to Section 14.02, the Trustee shall join with the Company in the execution of said supplemental
indenture unless said supplemental indenture affects the Trustee’s own rights, duties, indemnities or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into said supplemental
indenture. In addition, in executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected
in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture and that such supplemental indenture is valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.


 






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Section
14.04 Effect of Execution of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article XIV, this Indenture shall be deemed to be modified and amended in accordance therewith and, except
as herein otherwise expressly provided, the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Holders of all of the Securities or of the Securities of any series affected,
as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.


 


Section
14.05 Notation on or Exchange of Securities. Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to the provisions of this Article may bear a notation in the form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities
so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the
Holders of the Securities.


 


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


 


ARTICLE
XV



SUBORDINATION OF SECURITIES


 


Section
15.01 Agreement to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section 3.01,
and except as otherwise provided in a Company Order or in one or more indentures supplemental hereto, the Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of Securities of such series by his, her or its acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all
of the Securities of such series is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right
of payment to the prior payment in full of all Senior Indebtedness. In the event a series of Securities is not designated as subordinated
pursuant to Section 3.01(s), this Article XV shall have no effect upon the Securities.


 


Section
15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Subject to Section 15.01,
upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors
or any other marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness
and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable
bankruptcy law):


 


(a)
the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, if
any) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (or
premium, if any) or interest, if any, on Indebtedness evidenced by the Securities;


 


(b)
any payment 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 provisions of this Article XV shall be paid by the
liquidation trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver
or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any)
and interest on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness;
and


 









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(c) in the event that, notwithstanding
the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities
prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is
paid in full, such payment or distribution shall be paid over, upon written notice to a Responsible Officer of the Trustee, to
the holder of such Senior Indebtedness or his, her or its representative or representatives or to the trustee or trustees under
any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid,
as calculated by the Company, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 


(d) Subject to the payment in full of all
Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness (to
the extent that distributions otherwise payable to such holder have been applied to the payment of Senior Indebtedness) to receive
payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions to
the Holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall,
as between the Company, its creditors other than the 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 Securities. It is understood that the provisions of this Article XV are
and are intended solely for the purpose 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 XV or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness,
and the Holders of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of
the Securities the principal of (and premium, if any) and interest, if any, on the Securities as and when the same shall become
due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities 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 XV of the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred
to in this Article XV, the Trustee, subject to the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate
of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto
or to this Article XV.


 


Section 15.03 No Payment on Securities
in Event of Default on Senior Indebtedness. Subject to Section 15.01, no payment by the Company
on account of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at any time if:
(i) a default on Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its maturity and
(ii) the default is the subject of judicial proceedings or the Company has received notice of such default. The Company may resume
payments on the Securities when full payment of amounts then due for principal (premium, if any), sinking funds and interest on
Senior Indebtedness has been made or duly provided for in money or money’s worth.


 


In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.03, such payment
shall be held uninvested in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness
or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by the Company, but only to the extent that the holders
of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days
of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to
the Trustee shall be paid to the holders of such Senior Indebtedness.


 


Section 15.04 Payments on
Securities Permitted. Subject to Section 15.01, nothing contained in this Indenture or in
any of the Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time
except as provided in Sections 15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it hereunder to the payment
of or on account of the principal of (or premium, if any) or interest, if any, on the Securities, unless a Responsible
Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting the making of
such payment from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee more than
two Business Days prior to the date fixed for such payment.


 






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Section 15.05 Authorization of Securityholders
to Trustee to Effect Subordination. Subject to Section 15.01, each Holder of Securities by his
acceptance thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article XV and appoints the Trustee his attorney-in-fact for any and all such
purposes.


 


Section 15.06 Notices to Trustee.
The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact
known to the Company that would prohibit the making of any payment of monies or assets to or by the Trustee in respect of the Securities
of any series pursuant to the provisions of this Article XV. Subject to Section 15.01, notwithstanding the provisions of this Article
XV or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company) shall be charged
with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys
or assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent
shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written
notice thereof from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee and, prior to
the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts
exist; provided, however, that if at least two Business Days prior to the date upon which by the terms hereof any such moneys
or assets may become payable for any purpose (including, without limitation, the payment of either the principal (or premium, if
any) or interest, if any, on any Security) a Responsible Officer of the Trustee shall not have received with respect to such moneys
or assets the notice provided for in this Section 15.06, then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such moneys or assets 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 within two Business Days prior to such date.
The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to
be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. 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 XV, 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 XV
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 15.07 Trustee as Holder of Senior
Indebtedness. Subject to Section 15.01, the Trustee in its individual capacity shall be entitled
to all the rights set forth in this Article XV 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 this Indenture shall be construed to deprive the Trustee of any of its
rights as such holder. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Sections
7.05 or 11.01.


 


Section 15.08 Modifications of
Terms of Senior Indebtedness. Subject to Section 15.01, any renewal or extension of the
time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under
any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Securities or the Trustee. To the extent
permitted by applicable law, no compromise, alteration, amendment, modification, extension, renewal or other change of, or
waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such
Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in
any way alter or affect any of the provisions of this Article XV or of the Securities relating to the subordination
thereof.


 






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Section 15.09 Reliance on Judicial Order
or Certificate of Liquidating Agent. Subject to Section 15.01, upon any payment or distribution
of assets of the Company referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article XV.


 


Section 15.10 Satisfaction and Discharge;
Defeasance and Covenant Defeasance. Subject to Section 15.01, amounts and U.S. Government Obligations
deposited in trust with the Trustee pursuant to and in accordance with Article XII and not, at the time of such deposit, prohibited
to be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.


 


Section 15.11 Trustee Not Fiduciary for
Holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or observe only such of its covenants and obligations as are specifically set forth in this Article XV, 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. The Trustee shall
not be liable to any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or the Company, or
any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XV or
otherwise.


 


ARTICLE XVI


 


MISCELLANEOUS PROVISIONS


 


Section 16.01 Certificates and Opinions
as to Conditions Precedent.


 


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


 


(b) Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this
Indenture (other than the certificates provided pursuant to Section 6.05 of this Indenture) shall include (i) a statement that
the Person giving such certificate or opinion has read such covenant or condition; (ii) 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;
(iii) a statement that, in the view or opinion of such Person, he or she has made such examination or investigation as is necessary
to enable such Person to express an informed view or opinion as to whether or not such covenant or condition has been complied
with; and (iv) a statement as to whether or not, in the view or opinion of such Person, such condition or covenant has been complied
with.


 


(c) Any certificate, statement or
opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his or her certificate, statement or opinion
is based are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate, statement or opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or
in the exercise of reasonable care should know, that the certificate, statement or opinion or representations with respect to
such matters are erroneous.


 






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(d) Any certificate, statement or opinion
of an officer of the Company or of counsel to the Company may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of, or representations by, an accountant or firm of accountants, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the
accounting matters upon which his or her certificate, statement or opinion may be based are erroneous. Any certificate or opinion
of any firm of independent registered public accountants filed with the Trustee shall contain a statement that such firm is independent.


 


(e) In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 


(f) Where any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.


 


Section 16.02 Trust Indenture Act Controls.
If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or another provision included in this Indenture which is required to be included in this Indenture by any of
the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall
control.


 


Section 16.03 Notices to the Company
and Trustee. Any notice or demand authorized by this Indenture to be made upon, given or furnished
to, or filed with, the Company or the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall
be mailed, delivered or telefaxed to:


 


(a) the Company, at 500 Ygnacio Valley
Road, Suite 200, Walnut Creek, CA, Attention: George J. Guarini, President and Chief Executive Officer or at such other address
or facsimile number as may have been furnished in writing to the Trustee by the Company.


 


(b) the Trustee, at the Corporate Trust
Office of the Trustee, Attention: BayCom Corp Administrator.


 


Any such notice, demand or other document shall be in the English
language.


 


Section 16.04 Notices to Securityholders;
Waiver. Any notice required or permitted to be given to Securityholders shall be sufficiently
given (unless otherwise herein expressly provided),


 


(a) if to Holders, if given in writing
by first class mail, postage prepaid, to such Holders at their addresses as the same shall appear on the Register of the Company;
provided, that in the event of suspension of regular mail service or by reason of any other cause it shall be impracticable
to give notice by mail, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice
for every purpose hereunder; or


 


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


 


Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver. In any case where
notice to Holders is given by mail; neither the failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice that is mailed in
the manner herein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders is
given by publication, any defect in any notice so published as to any particular Holder shall not affect the sufficiency of
such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be
conclusively presumed to have been duly given.


 






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Section 16.05 Legal Holiday. Unless
otherwise specified pursuant to Section 3.01, in any case where any Interest Payment Date, Redemption Date or Maturity of any Security
of any series shall not be a Business Day at any Place of Payment for the Securities of that series, then payment of principal
and premium, if any, or interest need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date, Redemption Date
or Maturity and no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date
or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such Business Day.


 


Section 16.06 Effects of Headings and
Table of Contents. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


 


Section 16.07 Successors and Assigns.
All covenants and agreements in this Indenture by the parties hereto shall bind their respective
successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.


 


Section 16.08 Separability Clause; Entire
Agreement. In case any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. This Indenture, any applicable supplemental indenture and the exhibits hereto set forth the entire agreement and understanding
of the parties related to this transaction and supersedes all prior written agreements and understandings, oral or written.


 


Section 16.09 Benefits of Indenture.
Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or to give to, any Person or corporation other than the parties hereto and
their successors and the Holders of the Securities any benefit or any right, remedy or claim under or by reason of this Indenture
or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and
agreements in this Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and
of the Holders of the Securities.


 


Section 16.10 Counterparts Originals;
Electronic Signatures. This Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words
“execution,” “signed,” “signature,” and words of similar import in this Indenture and the Notes
shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be
of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the
case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National
Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§
301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything
herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any
format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.


 


Section 16.11 Governing Law; Waiver of
Trial by Jury; Jurisdiction. This Indenture and the Securities shall be deemed to be contracts
made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law
of said State, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction.


 






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EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE
THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.


 


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


 


Section 16.12 Force Majeure. In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, pandemics,
epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or
the unavailability of the Federal Reserve Bank of New York wire or telex or other communication facility; it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


Section 16.13 U.S.A. Patriot Act.
The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the
Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this 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 U.S.A. Patriot Act.


 


Section 16.14 Severability. In case
any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 






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


 


	 	BAYCOM CORP,
	 	as Issuer
	 	 	 
	 	By:	/s/  George J. Guarini
	 	 	Name:	George J. Guarini
	 	 	Title:	President and Chief Executive Officer
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/
Michael Wass
	 	 	Name:	Michael Wass
	 	 	Title:	Vice President



 






     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE [DEPOSITARY] TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF [NOMINEE OF DEPOSITARY]. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DEPOSITARY]
(AND ANY PAYMENT HEREON IS MADE TO [NOMINEE OF DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF [DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [NOMINEE OF DEPOSITARY], HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.


 






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CUSIP No.


BayCom Corp


____________ NOTES DUE 20__


 


	 	 	 
	No.	 	
        $__________

        (_____units)

        As revised by the

 Schedule of Increases or

 Decreases in Global


        Security attached hereto

         



 


Interest. BayCom Corp, a California corporation (herein
called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to or registered assigns, the principal sum of dollars ($ ), as revised by the Schedule of Increases
or Decreases in Global Security attached hereto, on , 20 and to pay interest thereon from , 20 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on and in each year, commencing , 20
at the rate of % per annum, until the principal hereof is paid or made available for payment.


 


Method of Payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest,
which shall be or , as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Company, notice thereof having been given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, all as more fully provided in said Indenture. Payment of
the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office in U.S.
Dollars.


 


Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.


 


Authentication. Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 






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IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.


 


	 	BAYCOM CORP
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	Date of authentication: 	WILMINGTON TRUST, NATIONAL ASSOCIATION 
	 	as Trustee  
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






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[FORM OF REVERSE OF SECURITY]


 


Indenture. This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of , 20 , [as supplemented by a First Supplemental Indenture dated , 20 ] (as so supplemented, herein
called the “Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate
principal amount to $ .


 


Optional Redemption. The Securities of this series are
subject to redemption at the Company’s option, at any time and from time to time, in whole or in part, at a Redemption Price
equal to .


 


For purposes of determining the optional redemption price, the
following definitions are applicable:


 


Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each registered Holder of the Securities to be redeemed. Unless the Company
defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Securities
or portions of the Securities called for redemption. If fewer than all of the Securities are to be redeemed, the Trustee will select,
not more than days prior to the Redemption Date, the particular Securities or portions thereof for redemption from the outstanding
Securities not previously called by such method as the Trustee deems fair and appropriate in accordance with the applicable procedures
of the Depositary.


 


Except as set forth above, the Securities will not be redeemable
by the Company prior to maturity [and will not be entitled to the benefit of any sinking fund].


 


Defaults and Remedies. If an Event of Default with respect
to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.


 


Amendment, Modification and Waiver. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences.


 


Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.


 


Restrictive Covenants. The Indenture does not limit unsecured
debt of the Company or any of its Subsidiaries.


 


Denominations, Transfer and Exchange. The Securities
of this series are issuable only in registered form without coupons in minimum denominations of $1,000 and in integral multiples
of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this
Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to
the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 






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No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.


 


Persons Deemed Owners. Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


Miscellaneous. This Indenture and this Security shall
be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed
in accordance with the law of said State.


 


All terms used in this Security and not defined herein shall
have the meanings assigned to them in the Indenture.


 






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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


 


The following increases or decreases in this Global Security
have been made:


 


	Date of Exchange	 	
        Amount of

        increase in

        Principal Amount

        of this Global

        Security
	 	
        Amount of

        decrease in

        Principal Amount

        of this Global

        Security 
	 	
        Principal Amount

        of this Global

        Security following

        each decrease or

        increase 
	 	
        Signature of

        authorized

        signatory of

        Trustee 



 



 






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