Exhibit 4.1





 



 


UNITED COMMUNITY BANKS, INC.,
ISSUER


 


AND


 


U.S. BANK NATIONAL ASSOCIATION, TRUSTEE


___________________________________________________________________




 


SENIOR DEBT
SECURITIES


 


_______________________________________________


 


INDENTURE


 


Dated
as of June 17, 2020




___________________________________________________________________


 



 






    


    


    

 


	 	 	Table of Contents	 	 
	 	 	 	 	 
	 	 	 	Page	 
	 	 	 	 	 
	ARTICLE I          Definitions And Other Provisions Of General Application	1	 
	Section 1.1	 	Definitions	1	 
	Section 1.2	 	Compliance Certificates and Opinions	6	 
	Section 1.3	 	Form of Documents Delivered to Trustee	6	 
	Section 1.4	 	Acts of Holders; Record Dates	7	 
	Section 1.5	 	Notices, Etc.	8	 
	Section 1.6	 	Notice to Holders; Waiver	8	 
	Section 1.7	 	Conflict with Trust Indenture Act	9	 
	Section 1.8	 	Effect of Headings and Table of Contents	9	 
	Section 1.9	 	Successors and Assigns	9	 
	Section 1.10	 	Separability Clause	9	 
	Section 1.11	 	Benefits of Indenture	9	 
	Section 1.12	 	Governing Law	9	 
	Section 1.13	 	Waiver of Jury Trial	9	 
	Section 1.14	 	Force Majeure	10	 
	Section 1.15	 	Legal Holidays	10	 
	ARTICLE II         Security Forms	11	 
	Section 2.1	 	Forms Generally	11	 
	Section 2.2	 	Form of Legend for Global Securities	11	 
	Section 2.3	 	Form of Trustee’s Certificate of Authentication	11	 
	ARTICLE III       The Securities	12	 
	Section 3.1	 	Amount Unlimited; Issuable in Series	12	 
	Section 3.2	 	Denominations	14	 
	Section 3.3	 	Execution, Authentication, Delivery and Dating	14	 
	Section 3.4	 	Temporary Securities	16	 
	Section 3.5	 	Registration, Registration of Transfer and Exchange	16	 
	Section 3.6	 	Mutilated, Destroyed, Lost, and Stolen Securities	18	 
	Section 3.7	 	Payment of Interest; Interest Rights Preserved	19	 
	Section 3.8	 	Persons Deemed Owners	20	 
	Section 3.9	 	Cancellation	20	 
	Section 3.10	 	Computation of Interest	21	 
	Section 3.11	 	CUSIP Numbers	21	 




 






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	 	 	Table of Contents	 	 
	 	 	(continued)	 	 
	 	 	 	Page	 
	 	 	 	 	 
	ARTICLE IV       Satisfaction and Discharge	21	 
	Section 4.1	 	Satisfaction and Discharge of Indenture	21	 
	Section 4.2	 	Application of Trust Money	22	 
	ARTICLE V        Remedies	23	 
	Section 5.1	 	Events of Default	23	 
	Section 5.2	 	Acceleration of Maturity; Rescission and Annulment	24	 
	Section 5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	25	 
	Section 5.4	 	Trustee May File Proofs of Claim	26	 
	Section 5.5	 	Trustee May Enforce Claims Without Possession of Securities	26	 
	Section 5.6	 	Application of Money Collected	26	 
	Section 5.7	 	Limitation on Suits	27	 
	Section 5.8	 	Unconditional Right of Holders to Receive Principal, Premium, and Interest	27	 
	Section 5.9	 	Restoration of Rights and Remedies	27	 
	Section 5.10	 	Rights and Remedies Cumulative	28	 
	Section 5.11	 	Delay or Omission Not Waiver	28	 
	Section 5.12	 	Control by Holders	28	 
	Section 5.13	 	Waiver of Past Defaults	28	 
	Section 5.14	 	Undertaking for Costs	29	 
	ARTICLE VI      The Trustee	29	 
	Section 6.1	 	Certain Duties and Responsibilities	29	 
	Section 6.2	 	Notice of Defaults	29	 
	Section 6.3	 	Certain Rights of Trustee	30	 
	Section 6.4	 	Not Responsible for Recitals or Issuance of Securities	31	 
	Section 6.5	 	May Hold Securities	31	 
	Section 6.6	 	Money Held in Trust	32	 
	Section 6.7	 	Compensation and Reimbursement	32	 
	Section 6.8	 	Disqualification; Conflicting Interests	32	 
	Section 6.9	 	Corporate Trustee Required; Eligibility	33	 
	Section 6.10	 	Resignation and Removal; Appointment of Successor	33	 
	Section 6.11	 	Acceptance of Appointment by Successor	34	 
	Section 6.12	 	Merger, Conversion, Consolidation, or Succession to Business	35	 
	Section 6.13	 	Preferential Collection of Claims Against Company	35	 




 



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	 	 	Table of Contents	 	 
	 	 	(continued)	 	 
	 	 	 	Page	 
	 	 	 	 	 
	Section 6.14	 	Appointment of Authenticating Agent	35	 
	ARTICLE VII     Holder’s Lists and Reports by Trustee and Company	37	 
	Section 7.1	 	Company to Furnish Trustee Names and Addresses of Holders	37	 
	Section 7.2	 	Preservation of Information; Communications to Holders	37	 
	Section 7.3	 	Reports by Trustee	37	 
	Section 7.4	 	Reports by Company	38	 
	ARTICLE VIII    Consolidation, Merger, Conveyance, Transfer or Lease	38	 
	Section 8.1	 	Company May Consolidate, Etc., Only on Certain Terms	38	 
	Section 8.2	 	Successor Substituted	39	 
	ARTICLE IX      Supplemental Indentures	39	 
	Section 9.1	 	Supplemental Indentures Without Consent of Holders	39	 
	Section 9.2	 	Supplemental Indentures With Consent of Holders	40	 
	Section 9.3	 	Execution of Supplemental Indentures	41	 
	Section 9.4	 	Effect of Supplemental Indentures	41	 
	Section 9.5	 	Conformity With Trust Indenture Act	41	 
	Section 9.6	 	Reference in Securities to Supplemental Indentures	41	 
	ARTICLE X        Covenants	42	 
	Section 10.1	 	Payment of Principal, Premium, and Interest	42	 
	Section 10.2	 	Maintenance of Office or Agency	42	 
	Section 10.3	 	Money for Securities Payments to Be Held in Trust	42	 
	Section 10.4	 	Statement by Officers as to Default	43	 
	Section 10.5	 	Existence	43	 
	Section 10.6	 	Calculation of Original Issue Discount	43	 
	ARTICLE XI       Redemption of Securities	44	 
	Section 11.1	 	Applicability of Article	44	 
	Section 11.2	 	Election to Redeem; Notice to Trustee	44	 
	Section 11.3	 	Selection by Trustee of Securities to Be Redeemed	44	 
	Section 11.4	 	Notice of Redemption	45	 
	Section 11.5	 	Deposit of Redemption Price	45	 
	Section 11.6	 	Securities Payable on Redemption Date	45	 
	Section 11.7	 	Securities Redeemed in Part	46	 
	ARTICLE XII     Sinking Funds	46	 




 



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	 	 	Table of Contents	 	 
	 	 	(continued)	 	 
	 	 	 	Page	 
	 	 	 	 	 
	Section 12.1	 	Applicability of Article	46	 
	Section 12.2	 	Satisfaction of Sinking Fund Payments with Securities	46	 
	Section 12.3	 	Redemption of Securities for Sinking Fund	47	 
	ARTICLE XIII    Defeasance and Covenant Defeasance	47	 
	Section 13.1	 	Applicability of Article; Company’s Option to
    Effect Defeasance or Covenant Defeasance	47	 
	Section 13.2	 	Defeasance and Discharge	47	 
	Section 13.3	 	Covenant Defeasance	48	 
	Section 13.4	 	Conditions to Defeasance or Covenant Defeasance	48	 
	Section 13.5	 	Deposited Money and U.S. Government Obligations to be
    Held in Trust; Other Miscellaneous Provisions	50	 
	Section 13.6	 	Reinstatement	51	 
	Section 13.7	 	Section 13.7.U.S.A	51	 






 



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UNITED COMMUNITY BANKS, INC.


Certain Sections of this Indenture relating
to


Sections 310 through 318, inclusive, of
the


Trust Indenture Act of 1939:


 


	Trust Indenture Act Section	 	 	 	 	Indenture Section	 
	§310	 	(a)(1)	 	 	6.9	 
	 	 	(a)(2)	 	 	6.9	 
	 	 	(a)(3)	 	 	Not Applicable	 
	 	 	(a)(4)	 	 	Not Applicable	 
	 	 	(b)	 	 	6.8	 
	 	 	 	 	 	6.10	 
	§311	 	(a)	 	 	6.13	 
	 	 	(b)	 	 	6.13	 
	§312	 	(a)	 	 	7.1	 
	 	 	(b)	 	 	7.2	(a)
	 	 	(c)	 	 	7.2	(b)
	§313	 	(a)	 	 	7.3	(a)
	 	 	(b)	 	 	7.3	(a)
	 	 	(c)	 	 	7.3	(a)
	 	 	(d)	 	 	7.3	(b)
	§314	 	(a)	 	 	7.4	 
	 	 	(a)(4)	 	 	1.2	 
	 	 	 	 	 	10.4	 
	 	 	(b)	 	 	Not Applicable	 
	 	 	(c)(1)	 	 	1.2	 
	 	 	(c)(2)	 	 	1.2	 
	 	 	(c)(3)	 	 	Not Applicable	 
	 	 	(d)	 	 	Not Applicable	 
	 	 	(e)	 	 	1.2	 
	§315	 	(a)	 	 	6.1	 
	 	 	(b)	 	 	6.2	 
	 	 	(c)	 	 	6.1	 
	 	 	(d)	 	 	6.1	 
	 	 	(d)(1)	 	 	6.1	 
	 	 	(d)(2)	 	 	6.1	 
	 	 	(d)(3)	 	 	6.1	 
	 	 	(e)	 	 	5.14	 
	§316	 	(a)(1)(A)	 	 	5.2	 



 



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	 	 	 	 	 	5.12	 
	 	 	(a)(1)(B)	 	 	5.13	 
	 	 	(a)(2)	 	 	Not Applicable	 
	 	 	(b)	 	 	5.8	 
	 	 	(c)	 	 	1.4	(c)
	§317	 	(a)(1)	 	 	5.3	 
	 	 	(a)(2)	 	 	5.4	 
	 	 	(b)	 	 	10.3	 
	§318	 	(a)	 	 	1.7	 



 


 






 


NOTE: This shall not, for any purpose, be deemed to be part
of the Indenture.


 



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INDENTURE, dated as of June 17, 2020, between
UNITED COMMUNITY BANKS, INC., a corporation duly organized and existing under the laws of the State of Georgia (the “Company”),
having its principal office at 125 Highway 515 East, Blairsville, Georgia 30512 and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes, or other evidences
of indebtedness (the “Securities”), to be issued in one or more series as provided in this Indenture.


 


All things necessary to make this Indenture
a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchase of the Securities by the Holders, it is mutually agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series of the Securities, as follows:


 


ARTICLE
I

Definitions And Other Provisions Of General Application


 


Section 1.1             
Definitions.


 


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


 


(1)            
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the
singular;


 


(2)            
all other terms used in this Indenture which are defined in the Trust Indenture Act, either directly or by reference to
the Trust Indenture Act, have the meanings assigned to them in the Trust Indenture Act;


 


(3)            
all accounting terms not otherwise defined in this Indenture have the meanings assigned to them in accordance with accounting
principles generally accepted in the United States, and, except as otherwise expressly provided in this Indenture, the term “accounting
principles generally accepted in the United States” with respect to any computation required or permitted under this Indenture
shall mean such accounting principles as are generally accepted in the United States at the date of such computation; and


 


(4)            
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or a Section, as the case may be, of this Indenture.


 


“Act”, when used with respect
to any Holder, has the meaning specified in Section 1.4(a).


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” 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 the meanings
correlative to the foregoing.


 






     


     


    

 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities
of one or more series.


 


“Authorized Officer” means any
officer of the Company designated by or pursuant to a Board Resolution to take certain actions as specified in this Indenture.


 


“Board of Directors” means either
the board of directors of the Company or any other duly authorized committee of that board.


 


“Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors,
or by action of an Authorized Officer designated as such pursuant to a resolution of the Board of Directors, and to be in full
force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day”, when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday, and Friday which is not a Saturday, Sunday or
a day on which banking institutions are authorized or required to be closed in the State of New York.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution
of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.


 


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


 


“Corporate Trust Office” means
the office of the Trustee at U.S. Bank National Association, Global Corporate Trust, 1349 West Peachtree Street, Suite 1050, Atlanta,
Georgia 30309, Attention: April Bright.


 


“Covenant Defeasance” has the
meaning specified in Section 13.3.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 


“Defeasance” has the meaning
specified in Section 13.2.


 


“Depositary” means, with respect
to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person
designated as Depositary for such series by the Company pursuant to Section 3.1, which Person shall be a clearing agency
registered under the Exchange Act.


 


“DTC” means The Depository Trust
Company and its successors.


 






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“Event of Default” has the meaning
specified in Section 5.1.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended now or in the future and any successor statute.


 


“Global Security” means a Security
bearing the legend prescribed in Section 2.2 evidencing all or part of a series of Securities, which is executed by the
Company and authenticated and delivered by the Trustee to the Depositary for such series or its nominee, and registered in the
name of such Depositary or nominee.


 


“Holder” means a Person in whose
name a Security is registered in the Security Register.


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more supplemental indentures entered
into pursuant to the applicable provisions of this Indenture, including, for all purposes of this Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of each particular series of Securities
established as contemplated by Section 3.1.


 


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


 


“Maturity”, when used with respect
to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable
in accordance with its terms or the terms of this Indenture, whether at the Stated Maturity or by declaration of acceleration,
call for redemption, or otherwise.


 


“Officer’s Certificate”
means a certificate signed by the Chairman, a Vice Chairman, the President, the Chief Financial Officer, or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary, or an Assistant Secretary, of
the Company, and delivered to the Trustee. One of the officers signing an Officer’s Certificate given pursuant to Section
10.4 shall be the principal executive, financial, or accounting officer of the Company.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for or an employee of the Company or an Affiliate of the Company, or other counsel
reasonably acceptable to the Trustee.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount of such Security to be due and payable upon a declaration
of acceleration of the Maturity of such Security pursuant to Section 5.2.


 


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


 


(1)            
Securities previously cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(2)            
Securities for whose payment or redemption money in the necessary amount has been previously 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; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision for such redemption satisfactory to the Trustee
has been made;


 






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(3)            
Securities which have been paid pursuant to Section 3.6 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 the Trustee proof satisfactory to it that such Securities are held by a protected purchaser, as such term is
defined in Section 8-303 of the Uniform Commercial Code of New York, in whose hands such Securities are valid obligations of the
Company;


 


(4)            
Securities which have been defeased pursuant to Section 13.2; and


 


(5)            
Securities not deemed outstanding pursuant to Section 11.3;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent, or waiver under this Indenture, (i) the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the principal that would be due and payable as of the date of such determination
upon acceleration of its maturity pursuant to Section 5.2, (ii) if, as of such date, the principal amount payable at the
Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section 3.1, and (iii) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (in either case other than in
such Affiliate’s or obligor’s fiduciary capacity) shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which 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 so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Upon the written request of the Trustee,
the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any,
known by the Company to be owned or held by or for the account of the Company, or any other obligor of the Company on the Securities
or any Affiliate of the Company or such obligor, and, subject to the provisions of Section 6.1, the Trustee shall be entitled to
accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities
not listed therein are Outstanding for the purpose of any such determination.


 


“Paying Agent” means the Trustee
or any other Person authorized by the Company (including the Company) to pay or deliver the principal of or any premium or interest
on any Securities on behalf of the Company.


 


“Periodic Offering” means an
offering of Securities of any series from time to time, the specific terms of which Securities, including, without limitation,
its rate or rates of interest, if any, its Stated Maturity, and redemption provisions, if any, with respect to such Securities
are to be determined by the Company or its agents upon the issuance of such Securities.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, or government or any agency
or political subdivision of any government.


 






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“Place of Payment”, when used
with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by Section 3.1.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange
for or in lieu of a mutilated, destroyed, lost, or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost, or stolen Security.


 


“Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Price”, when used
with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date (whether or not a Business Day) specified
for that purpose as contemplated by Section 3.1.


 


“Responsible Officer”, when
used with respect to the Trustee, means any officer assigned to the Corporate Trust Office, including any managing director, vice
president, assistant vice president, assistant treasurer, assistant secretary, any financial services officer or any other officer
of the Trustee customarily performing functions similar to those performed by any of the above designated officers, and also, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration.


 


“Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this
Indenture.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary” means a corporation
or other Person more than 50% of the outstanding voting stock or a majority of the controlling interest of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors,
managers, trustees or equivalent of such corporation, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.


 


“Trustee” means the Person named
as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
a Trustee under this Indenture, 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.


 






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“Trust Indenture Act” means
the Trust Indenture Act of 1939, as in force at the date as of which this Indenture was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939, as so amended.


 


“U.S. Government Obligation”
has the meaning specified in Section 13.4.


 


“Vice President”, when used
with respect to the Company, means any duly appointed vice president (but shall not include any assistant vice president), whether
or not designated by a number or a word or words added before or after the title “vice president”.


 


“Wholly Owned Subsidiary” means
any Subsidiary all of whose outstanding voting stock (other than directors’ qualifying shares) shall at the time be owned
by the Company or one or more of its Wholly Owned Subsidiaries.


 


Section 1.2             
Compliance Certificates and Opinions.


 


Upon any application to or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in
the form of an Officer’s Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given
by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or opinion (other than
the Officer’s Certificate delivered under Section 10.4 of this Indenture) with respect to compliance with a condition or
covenant provided for in this Indenture shall include:


 


(1)            
a statement that each individual signing such certificate or opinion has read such covenant or condition and the related
definitions;


 


(2)            
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;


 


(3)            
a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)            
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 1.3             
Form of Documents Delivered to Trustee.


 


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.


 






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Any certificate 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 this certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate 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 or opinion or representations
with respect to such matters are erroneous.


 


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 1.4             
Acts of Holders; Record Dates.


 


(a)          
Any request, demand, authorization, direction, notice, consent, waiver, or other action provided or permitted by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided in this Indenture,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is expressly
required by this Indenture, to the Company. Such instrument or instruments (and the action embodied in and evidenced by such instrument
or instruments) are sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this
Section.


 


Without limiting the generality of the foregoing,
a Holder, including a Depositary that is a Holder of a Global Security, may make, give, or take, by a proxy or proxies, duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver, or other action provided or permitted in this
Indenture to be made, given, or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy
or proxies to the beneficial owners of interest in any such Global Security.


 


(b)          
The fact and date of the execution by any Person of any such instrument, writing, certification or proxy may be proved by
the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument, writing, certification or proxy acknowledged
to him its execution. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument,
writing, certification or proxy, or the authority of the Person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.


 


(c)          
The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose
of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver, or other action, or to vote on any action, authorized, or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made
by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such
action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant
to Section 7.1) prior to such first solicitation or vote, as the case may be. With regard to any record date for action
to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or
their duly designated proxies) shall be entitled to give, take, or vote on the relevant action.


 






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(d)          
The ownership of Securities shall be proved by the Security Register.


 


(e)          
Any request, demand, authorization, direction, notice, consent, waiver, or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer of, in
exchange for, or in lieu of such Security in respect of anything done, omitted, or suffered to be done by the Trustee or the Company
in reliance on such action, whether or not notation of such action is made upon such Security.


 


(f)           
Without limiting the foregoing, a Holder entitled to give or take any action under this Indenture with regard to any particular
Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount.


 


Section 1.5             
Notices, Etc. to Trustee and Company.


 


Any request, demand, authorization, direction,
notice, consent, waiver, or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:


 


(1)            
the Trustee by any Holder or by the Company shall be sufficient for every purpose under this Indenture if made, given, furnished,
or filed in writing and delivered in person, mailed by first-class mail or sent by telecopier transmission or electronic mail (in
pdf format) to or with the Trustee, as follows (or at any other address previously furnished in writing to the Company by the Trustee):


 


U.S. BANK NATIONAL ASSOCIATION


Global Corporate Trust,


1349 West Peachtree Street, Suite 1050,


Atlanta, Georgia 30309


Fax: (404) 365-7946


Attention: April Bright


 


(2)            
the Company by the Trustee or by any Holder shall be sufficient for every purpose under this Indenture (unless otherwise
expressly provided in this Indenture) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at
the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company, Attention: Corporate Secretary.


 


Section 1.6             
Notice to Holders; Waiver.


 


Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise expressly provided in this Indenture) if in
writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of
such notice. 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. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 






    - 8 -


     


    

 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every purpose under this Indenture.


 


Section 1.7             
Conflict with Trust Indenture Act.


 


If any provision of this Indenture limits,
qualifies, or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


Section 1.8             
Effect of Headings and Table of Contents.


 


The Article and Section headings in this
Indenture and the Table of Contents are for convenience only and shall not affect the construction of this Indenture.


 


Section 1.9             
Successors and Assigns.


 


All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 1.10           
Separability Clause.


 


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 by such invalid, illegal, or unenforceable provision.


 


Section 1.11           
Benefits of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties to this Indenture and their successors under this Indenture,
any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12           
Governing Law.


 


This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New York.


 


Section 1.13           
Waiver of Jury Trial.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section 1.14           
Force Majeure.


 


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly
or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppage, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes, epidemics, pandemics, acts of God, acts or provisions
of any present or future law or regulation or governmental authority, fire, communication line failures, earthquakes, civil unrest,
local or national disturbance or disaster, and the unavailability of the Federal Reserve Bank wire or facsimile or other wire or
communication facility; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 1.15           
Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date, or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities, other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section) payment of interest or principal (and premium, if any) 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 the Interest Payment Date, or Redemption Date, or at the Stated Maturity, provided that
no interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date,
Redemption Date, or Stated Maturity, as the case may be.


 






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ARTICLE
II

Security Forms


 


Section 2.1             
Forms Generally.


 


The Securities of each series shall be in
substantially such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions
or in one or more indentures supplemental to this Indenture, in each case with 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
and such legends or endorsements placed on them as may be required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently with this Indenture, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.


 


The definitive Securities, if any, shall
be printed, lithographed, or engraved on steel engraved borders or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such Securities.


 


Section 2.2             
Form of Legend for Global Securities.


 


Any Global Security authenticated and delivered
under this Indenture shall bear a legend in substantially the following form:


 


“This Security is a Global Security within the meaning
of the Indenture referred to in this Security and is registered in the name of a Depositary or its nominee. This Security may not
be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or
its nominee or a successor of such Depositary or a nominee of such successor and no such transfer may be registered, except in
the limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited
circumstances.”


 


Section 2.3             
Form of Trustee’s Certificate of Authentication.


 


The Trustee’s certificates of authentication
shall be in substantially the following form:


 


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


 


	Dated:	 	 	U.S. Bank National Association,
	 	 	 	Not in its individual capacity but solely as Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Officer

 






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ARTICLE
III

The Securities


 


Section 3.1             
Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more
series, and each such series shall rank pari passu with all other unsecured and unsubordinated debt of the Company. There shall
be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner
provided, in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, prior to
the issuance of Securities of any series,


 


(1)            
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other
series);


 


(2)            
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.4, 3.5. 3.6, 9.6, or 11.7 and except
for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this
Indenture);


 


(3)            
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;


 


(4)            
the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;


 


(5)            
the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest
payable on any Interest Payment Date;


 


(6)            
the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium
and interest on Securities of the series shall be payable;


 


(7)            
the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities shall be evidenced;


 


(8)            
the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory
redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within
which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased,
or repaid, in whole or in part, pursuant to such obligation;


 






     - 12 -


     


    

 


(9)            
if other than denominations of $1,000 and integral multiples in excess of such denominations, the denominations in which
Securities of the series shall be issuable;


 


(10)          
if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with
reference to an index or formula, the manner in which such amounts shall be determined;


 


(11)          
if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which
shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;


 


(12)          
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities
as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and
payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the
Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(13)          
the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series
(including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject
thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall
be evidenced;


 


(14)          
whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust
Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred
to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global
Security or its nominee and in which any such transfer may be registered;


 


(15)          
any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;


 


(16)          
any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent
with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included
for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities
of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in
this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be
for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty
included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X)
which applies to the Securities of such series;


 


(17)          
any addition to, deletion from, 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 of such Securities
due and payable pursuant to Section 5.2; and


 






     - 13 -


     


    

 


(18)          
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.1(5)).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s Certificate
referred to above or in any indenture supplemental to the Indenture.


 


Unless otherwise provided with respect to
the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be
paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register.


 


If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate
setting forth the terms of the series.


 


Section 3.2             
Denominations.


 


The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.1. In the absence
of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations
of $1,000 and any integral multiples of such denominations.


 


Section 3.3             
Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Company by its Chairman, a Vice Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, or an
Executive Vice President, and by the Treasurer, an Assistant Treasurer, the Chief Accounting Officer, the Secretary, or an Assistant
Secretary, of the Company. The signature of any of these officers of the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.


 


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 the documents referred to below in this Section 3.3, for the authentication and delivery
of such Securities, and the Trustee shall authenticate and deliver such Securities to or upon a Company Order or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order. If so provided
in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date,
original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or
pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication
and delivery pursuant to written instructions from the Company or its duly authorized agent. In authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been
superseded or revoked:


 






     - 14 -


     


    

 


(a)          
a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered
to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order
may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series
for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue
from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant
to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company
Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of
such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such
series may be determined by a Company Order or pursuant to such procedures;


 


(b)          
any Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.1
and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established;


 


(c)          
an Officer’s Certificate setting forth the form or forms and the terms of the Securities of such series, stating that
such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture,
and covering such other matters as the Trustee may reasonably request; and


 


(d)          
an Opinion of Counsel, substantially to the effect that:


 


(1)            
the form of the Securities of such series has been duly authorized and established in conformity with the provisions of
this Indenture;


 


(2)            
the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant
to Board Resolution, duly authorized and an Officer’s Certificate or a supplemental indenture in accordance with the provisions
of this Indenture; and


 


(3)            
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar
laws of general applicability relating to or affecting creditors rights and to general equity principles.


 


If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such 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.


 


Notwithstanding the provisions of Section
3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series
if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to
be issued.


 


Each Security shall be dated the date of
its authentication.


 






     - 15 -


     


    

 



 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered
under this Indenture and shall never be entitled to the benefits of this Indenture.


 


Section 3.4              
Temporary Securities.


 


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
which are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions,
and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that 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 one or more definitive Securities of the same
series, of any authorized denominations and of a like aggregate principal amount and 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
and tenor.


 


Section 3.5              
Registration, Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the
Company in a Place of Payment may sometimes be collectively referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers
of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers
of Securities as provided in this Indenture.


 


Upon surrender for registration of transfer
of any Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute,
and the


 


Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor.


 


At the option of the Holder, Securities
of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.


 






    - 16 - 


     


    

 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.4, 9.6, or 11.7 not involving any transfer.


 


The Company shall not be required (i) to
issue, register the transfer of, or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.3
and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


Notwithstanding the foregoing and except
as otherwise specified or contemplated by Section 3.1, if at any time the Depositary for the Securities of a series represented
by a Global Security or Global Securities notifies the Company that it is unwilling or unable to continue as a Depositary for the
Securities of such series or if at any time the Depositary for Securities of a series shall no longer be registered or in good
standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute, and the Trustee,
upon Company Request, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Global Securities representing Securities of such series in exchange for
such Global Security or Global Securities.


 


In the event that (i) the Company at any
time and in its sole discretion determines that the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Global Securities or (ii) there shall have occurred and be continuing
an Event of Default or an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default
with respect to the Securities of any series, the Company will execute, and the Trustee, upon Company Request, will authenticate
and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of
the Global Security or Global Securities representing such series in exchange for such Global Security or Global Securities.


 


Upon the occurrence in respect of any Global
Security of any series of any one or more of the conditions specified in the preceding two paragraphs or such other conditions
as may be specified as contemplated by Section 3.1 for such series, such Global Security may be exchanged for Securities
registered in the names of, and the transfer of such Global Security may be registered to, such Persons (including Persons other
than the Depositary with respect to such series and its nominees) as such Depositary shall direct. Notwithstanding any other provision
of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
any Global Security shall also be a Global Security and shall bear the legend specified in Section 2.2 except for any Security
authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to the preceding sentence.


 






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None of the Trustee or agents shall have
any responsibility, liability or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the
Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary or its nominee) of any notice (including any notice of redemption)
or the payment of any amount under or with respect to such Securities. All notices and communications to be given to the Holders
and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any
Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary.
The Trustee and the agents may rely and shall be fully protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners. The Company, the Trustee and the agents shall be entitled to deal with
the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Indenture
relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if
any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global
Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the
Company, the Trustee or any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect
to such Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests
in respect of any such Global Security, for any transactions between the Depositary and any participant or between or among the
Depositary, any such participant and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers
of beneficial interests in any such Global Security.


 


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


 


Section 3.6              
Mutilated, Destroyed, Lost, and Stolen Securities.


 


If any mutilated Security is surrendered
to the Trustee and there is delivered to the Company and the Trustee such security, indemnity or indemnity bond as may be required
by them to save each of them and any agent of them harmless, the Company shall execute and the Trustee shall authenticate and deliver
in exchange a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss, or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost, or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 






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


 


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


 


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


 


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 3.7              
Payment of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”)
shall cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:


 


(1)            
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, 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 Security of such series 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 provided
in this Clause. At such time the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the related Special Record Date to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the related Special Record Date having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (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 (2).


 






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(2)            
The Company may make payment of any Defaulted Interest on the Securities of any series 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.


 


Subject to the foregoing provisions of this
Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 3.8              
Persons Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee, nor an agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


No holder of any beneficial interest in
any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect
to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect
to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture.
Further, none of the Company, the Trustee, any Paying Agent, or any other agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such
Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


Section 3.9              
Cancellation.


 


All Securities surrendered for payment,
conversion, redemption, registration of transfer or exchange, or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated which the Company has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be promptly
disposed of by the Trustee in accordance with its ordinary procedures.


 






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Section 3.10            
Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 3.1 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            
CUSIP Numbers.


 


The Company or its designee in issuing the
Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other 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 shall promptly notify the Trustee in writing of any change
in “CUSIP” numbers.


 


ARTICLE
IV


Satisfaction and Discharge


 


Section 4.1           
Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Company Request
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities expressly
provided for in this Indenture), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(1)          
either:


 


(A)         
all Securities previously authenticated and delivered (other than (i) Securities which have been destroyed, lost,
or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has
previously 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 10.3) have been delivered to the Trustee for cancellation; or


 


(B)         
all such Securities not previously delivered to the Trustee for cancellation


 


(i)              
have become due and payable, or


 


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


 


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


 






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and the Company, in the case of (i), (ii)
or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose cash
or U.S. Government Obligations or a combination thereof in an amount (without consideration of any reinvestment of interest) sufficient
to pay and discharge the entire indebtedness on such Securities not previously delivered to the Trustee for cancellation (other
than Securities which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.6), for
principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)            
the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and


 


(3)            
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied
with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations (if any) of the Trustee
to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section
10.3 shall survive.


 


In the event there are Securities of two
or more series under this Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge
of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other
conditions of such Securities are met. In the event there are two or more Trustees under this Indenture, then the effectiveness
of any such instrument shall be conditioned upon receipt of such instruments from all such Trustees.


 


Section 4.2              
Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled to such money,
of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 






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ARTICLE
V


Remedies


 


Section 5.1             
Events of Default.


 


“Events of Default”, wherever
used in this Indenture with respect to Securities of any series, means any one of the following events (whatever the reason for
such Event of Default, whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):


 


(1)            
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance
of such default for a period of 30 days; or


 


(2)            
default in the payment of all or any part of the principal of (or premium, if any, on) the Securities of that series at
its Maturity; or


 


(3)            
default in the deposit of any sinking fund or analogous payment, when and as due by the terms of the Securities of that
series; or


 


(4)            
default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant
or warranty which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that
series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” under this Indenture; or


 


(5)             
the entry by a court or a governmental authority having jurisdiction in the premises of (A) a decree or order for relief
in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petitions
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, under any applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or substantially all of its assets, or ordering the winding up or liquidation of the affairs of the Company, and the continuance
of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive
days; or


 


(6)             
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of
such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or substantially all of its assets, or to an order for the winding up or liquidation of
the affairs of the Company; or


 






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(7)            
any other Event of Default as provided in Section 3.1 with respect to Securities of that series.


 


Section 5.2             
Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default specified in Sections
5.1(1), (2) or (3), shall have occurred and be continuing with respect to the Securities of any series at the
time Outstanding, then and in each every such case, unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare
the entire principal of all the Securities of such series then Outstanding and the interest accrued on such Securities to become
due and payable immediately, and upon any such declaration the same shall become immediately due and payable.


 


If an Event of Default specified in Sections
5.1(4) or 5.1(7) (if the Event of Default under either clause is with respect to less than all series of the Securities
then Outstanding) shall have occurred and be continuing with respect to the Securities of one or more series, then, and in each
and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of all affected series
(voting as one class), by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the entire
principal of all the Securities of all such affected series then Outstanding and the interest accrued on such Securities to be
due and payable immediately, and upon any such declaration the same shall become immediately due and payable.


 


If an Event of Default described in Sections
5.1(4) or 5.1(7) (if the Event of Default under either Section is with respect to all series of Securities then Outstanding)
shall have occurred and be continuing, then, in each and every such case, unless the principal of all the Securities of all series
shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount
of all the Securities then Outstanding (voting as one class), by notice in writing to the Company (and to the Trustee if given
by such Holders), may declare the entire principal of all the Securities then Outstanding and interest accrued on such Securities,
if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.


 


If an Event of Default specified in Sections
5.1(5) or 5.1(6) with respect to Securities of any series then Outstanding shall have occurred and be continuing, then,
in each and every such case, the principal amount and interest, if any, on all of the Securities of all series then Outstanding
shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.


 


At any time after such a declaration of
acceleration with respect to Securities of one or more series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as provided for below in this Article, the Holders of a majority in principal amount
of the Outstanding Securities of all affected series (voting as one class, except in the case of Events of Default described in
subsections (1), (2) and (3) of Section 5.1, as to which each series so affected will vote as a separate class),
by written notice to the Company and the Trustee may waive all defaults with respect to all affected series, and may rescind and
annul such declaration and its consequences if:


 


(1)            
the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of
all affected series, (B) the principal of (and premium, if any, on) any Securities of all affected series which have become due
otherwise than by such declaration of acceleration and any interest on such Securities at the rate or rates prescribed in such
Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
in such Securities, and (D) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents, and counsel; and


 






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(2)            
all Events of Default with respect to Securities of all affected series, other than the non-payment of the principal of
Securities of the affected series which has become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.


 


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


 


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 of this Indenture, then, from and after such declaration, unless such declaration has been rescinded and annulled
as provided above, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes under this
Indenture, to be such portion of the principal as shall be due and payable as a result of such acceleration, and the payment of
such portion of the principal as shall be due and payable as a result of such acceleration, together with interest, if any, on
such portion and all other amounts owing under such Original Issue Discount Security, shall constitute payment in full of such
Original Issue Discount Securities.


 


Section 5.3             
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


(1)            
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days,


 


(2)            
default is made in the payment of the principal of (or premium, if any, on) any Security at its Maturity, or


 


(3)            
default is made in the making or satisfaction of any sinking fund or analogous obligation when the same becomes due pursuant
to the terms of any Security,


 


the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed in such Securities, and, in addition, such further amount
as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements,
advances and any other amounts due the Trustee, its agents, and counsel under Section 6.7.


 


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


 






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


 


Section 5.4             
Trustee May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property, or its creditors, the Trustee (irrespective of whether
the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium,
if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.
In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar
official in any such judicial proceeding is authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 6.7.


 


No provision of this Indenture shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment, or composition affecting the Securities or the rights of any Holder or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding; provided, however, the Trustee may vote on behalf of
the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors, or other similar
committee.


 


Section 5.5             
Trustee May Enforce Claims Without Possession of Securities.


 


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


 


Section 5.6             
Application of Money Collected.


 


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


 


FIRST: To the payment of all amounts due
the Trustee under Section 6.7; and


 


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


 






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Section 5.7              
Limitation on Suits.


 


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


 


(1)             
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that series;


 


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


 


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


 


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


 


(5)             
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the outstanding Securities of that series;


 


it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb, or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner provided in this Indenture and
for the equal and ratable benefit of all of such Holders (it being further understood that the Trustee does not have an affirmative
duty to ascertain whether or not any action the Holders direct it to take is unduly prejudicial to other Holders).


 


Section 5.8              
Unconditional Right of Holders to Receive Principal, Premium, and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.7) any interest on such Security on the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date), and to institute suit for the enforcement of any such
payment and such rights shall not be impaired without the consent of such Holder.


 


Section 5.9              
Restoration of Rights and Remedies.


 


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


 






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Section 5.10            
Rights and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost, or stolen Securities in the last paragraph of Section 3.6,
no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given under this Indenture or now or in the future existing at law or in equity or otherwise. The assertion
or employment of any right or remedy under this Indenture, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 5.11            
Delay or Omission Not Waiver.


 


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


 


Section 5.12            
Control by Holders.


 


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


 


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


 


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


 


(3)             
subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed
would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.


 


Section 5.13            
Waiver of Past Defaults.


 


Subject to Section 5.2, the Holders
of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default under this Indenture with respect to such series and its consequences, except
a default (1) in the payment of the principal of or any premium or interest on any Security of such series, or (2) in respect of
a covenant or provision of this Indenture which under Article IX of this Indenture cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such affected series.


 


Upon any such waiver, such default shall
cease to exist, and any Event of Default arising from such default shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or impair any consequent right.


 






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Section 5.14             
Undertaking for Costs.


 


All parties to this Indenture agree, and
each Holder of any Securities by his acceptance of such Securities shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Company, to
any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than
10% in principal amount of the outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any Securities on or after the Stated Maturity or Maturities
expressed in such Securities (or, in the case of redemption, on or after the Redemption Date).


 


ARTICLE
VI


The Trustee


 


Section 6.1               
Certain Duties and Responsibilities.


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under
this Indenture, 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. Whether or not 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.


 


Section 6.2           
      Notice of Defaults.


 


If a default occurs under this Indenture
with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default
known to it as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 5.1(4) with respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence; and, provided, further, that except in the case of default in the payment of the principal
of or the interest on any of the Securities of such series, or in the payment of any sinking fund installment or analogous payment
on such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors or trustees
and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of
the Holders of such series. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. The Trustee shall
not be deemed to know of any default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is such a default is received by the Trustee at the Corporate Trust Office of the Trustee. For the purpose
of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.


 






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Section 6.3               
Certain Rights of Trustee.


 


Subject to the provisions of Section
6.1:


 


(a)              
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, direction, consent, order, bond, debenture, note, other evidence of indebtedness,
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)              
any request or direction of the Company mentioned in this Indenture shall be sufficiently evidenced by a Company Request
or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(c)               
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 under this Indenture, the Trustee (unless other evidence be specifically prescribed
in this Indenture) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate, an Opinion of Counsel,
or both;


 


(d)               
the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered, or omitted by it under this Indenture
in good faith and in reliance on such advice or Opinion of Counsel;


 


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


 


(f)                
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness,
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records, and premises of the Company, personally or by agent or attorney, at the sole cost of the Company
and shall incur no liability of any kind by reason of such inquiry or investigation;


 


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


 


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


 


(i)                 
in the exercise of the rights and powers vested in it by this Indenture, after an Event of Default, the Trustee shall use
the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability with
respect to matters that are within the authority of the Trustee under this Indenture for its own negligent action, negligent failure
to act or willful misconduct, except that:


 






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(1)            
the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(2)            
the Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in
accordance with the direction of the Company or the Holders of at least a majority in aggregate principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee under this
Indenture;


 


(j)           
the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities unless
either (1) with respect to any payment default, a Responsible Officer of the Trustee has actual knowledge of such default or Event
of Default or (2) a written notice of such default or Event of Default shall have been given to a Responsible Officer of the Trustee
by the Company or by any Holder of the Securities;


 


(k)          
the permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(l)           
the Trustee shall have no duty or obligation to monitor the Company’s compliance with the terms of this Indenture
or to ascertain or inquire as to the observance, performance of any covenants, conditions or agreements of the Company except as
expressly set forth in this Indenture;


 


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


 


(n)          
the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate
may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded; and


 


(o)          
the duties, responsibilities and obligations of the Trustee shall be limited to those expressly set forth herein, and no
duties, responsibilities or obligations shall be inferred or implied against the Trustee, except pursuant to the Trust Indenture
Act.


 


Section 6.4             
Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained in this Indenture
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the proceeds from such Securities.


 


Section 6.5             
May Hold Securities.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar, or any other agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar, or such other agent.


 






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Section 6.6             
Money Held in Trust.


 


Money held by the Trustee in trust under
this Indenture 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 under this Indenture except as otherwise agreed in writing with the Company.


 


Section 6.7             
Compensation and Reimbursement.


 


The Company agrees:


 


(1)            
to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee
for all services rendered by it under this Indenture (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);


 


(2)            
except as otherwise expressly provided in this Indenture, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as
may be attributable to its negligence or bad faith;


 


(3)            
to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage,
claim, liability, action, suit, cost or expense of any kind and nature whatsoever incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Indenture, including
the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance
of any of its powers or duties under this Indenture;


 


(4)            
to secure the Company’s obligations under this Section, the Trustee shall have a lien prior to the Securities upon
all money or property held or collected by the Trustee in its capacity as Trustee, except for such money and property which is
held in trust to pay principal (and premium, if any) or interest on particular Securities;


 


(5)            
when the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in Section
5.1(5) or (6), such expenses and the compensation for such services are intended to constitute expenses of administration
under the United States Bankruptcy Code (Title 11 of the United States Code) or any similar Federal or State law for the relief
of debtors; and


 


(6)            
the provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of
this Indenture.


 


Section 6.8             
Disqualification; Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning 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. To the extent permitted
by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.


 






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Section 6.9             
Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee under
this Indenture which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of this Section (and to the extent permitted by the
Trust Indenture Act), the combined capital and surplus of such Person 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 the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article.


 


Section 6.10           
Resignation and Removal; Appointment of Successor.


 


(a)          
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section
6.11.


 


(b)          
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice of such
resignation to the Company.


 


(c)          
The Trustee may be removed at any time upon ten days’ written notice with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.


 


(d)          
If at any time:


 


(1)            
the Trustee shall fail to comply with Section 6.8 after written request for such compliance by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six months, or


 


(2)            
the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request by the Company
or by any such Holder, 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 a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee
or Trustees.


 


(e)          
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation or removal, the Trustee resigning or being removed may
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 






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(f)           
If the Trustee shall resign, be removed, or become incapable of acting, or if a vacancy shall occur in the office of Trustee
for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of
Section 6.11. If, within one year after such resignation, removal, or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, immediately upon its acceptance of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 


(g)          
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in
the Securities Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.


 


Section 6.11           
Acceptance of Appointment by Successor.


 


(a)          
In case of the appointment of a successor Trustee under this Indenture with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge, and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment. Upon such delivery, the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed, or conveyance, shall become vested with all the rights, powers, trusts, and duties of the
retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers, and trusts of the retiring
Trustee and shall duly assign, transfer, and deliver to such successor Trustee all property and money held by such retiring Trustee
under this Indenture.


 


(b)          
In case of the appointment under this Indenture of a successor Trustee with respect to the Securities of one or more (but
not all) series, the Company, the retiring Trustee, and each successor Trustee with respect to the Securities of one or more series
shall execute and deliver a supplemental indenture wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to the Securities of
all series, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts,
and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee,
it being understood that nothing in this Indenture or in such supplemental indenture shall constitute such Trustees cotrustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts under this Indenture separate and apart from
any trust or trusts under this Indenture administered by any other such Trustee; and, upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided in such supplemental
indenture and each such successor Trustee, without any further act, deed, or conveyance, shall become vested with all the rights,
powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; and such retiring Trustee shall duly assign, transfer, and deliver to such successor Trustee
all property and money held by such retiring Trustee under this Indenture with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates.


 






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(c)          
Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers, and trusts referred to in paragraph (a) and (b) of
this Section, as the case may be.


 


(d)          
No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.


 


Section 6.12           
Merger, Conversion, Consolidation, or Succession to Business.


 


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


 


Section 6.13           
Preferential Collection of Claims Against Company.


 


If and when the Trustee shall be or become
a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor).


 


Section 6.14           
Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration
of transfer, or partial redemption or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any of its states, 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 Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.


 






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Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion,
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all
of 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 Section, 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 to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment under this Indenture shall become vested with all the rights, powers, and duties of its
predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 


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


 


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


 


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


 


	 	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By	 
	 	 	Authorized Officer



 






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ARTICLE
VII

Holder’s Lists and Reports by Trustee and Company


 


Section 7.1             
Company to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish or cause to be
furnished to the Trustee:


 


(a)          
semi-annually, not later than June 30 and December 31 in each year, a list for each series, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of such series as of the preceding June 15 or December
15, as the case may be, and


 


(b)          
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided, that if and so long as the Trustee shall be
the Security Registrar for such series, such lists shall not be required to be furnished.


 


Section 7.2             
Preservation of Information; Communications to Holders.


 


(a)          
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section
7.1 upon receipt of a new list so furnished.


 


(b)          
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


(c)          
Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture Act.


 


Section 7.3             
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 to the Trust Indenture Act. To the
extent that any such report is required by the Trust Indenture Act with respect to any 12-month period, such report shall cover
the 12-month period ending May 15 and shall be transmitted (in accordance with the Trust Indenture Act) by the next succeeding
July 15.


 


(b)          
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission, and with the Company. The Company will promptly notify the Trustee when
any Securities are listed on any stock exchange.


 






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Section 7.4             
Reports by Company.


 


The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents, and other reports, and such summaries, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Trust Indenture Act; provided that
any such information, documents, or reports required to be filed with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the
Commission.


 


Delivery of such reports, information, and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not imply a duty to review
and shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee shall be entitled to rely
exclusively on Officer’s Certificates).


 


ARTICLE
VIII

Consolidation, Merger, Conveyance, Transfer or Lease


 


Section 8.1             
Company May Consolidate, Etc., Only on Certain Terms.


 


The Company and the Company’s depository
institution subsidiary, the Bank, shall not, directly or indirectly, sell, or otherwise dispose of any shares of securities convertible
into, or options, warrants or rights to subscribe for or purchase shares of, voting stock of the Bank, nor will the Company permit
the Bank to issue such securities of the Bank, if in ease case, the Company would cease to own, directly or indirectly, at least
80% of the issued and outstanding voting stock of the Bank, unless:


 


(1)            
in case the Company shall consolidate with or merge into another Person or convey, transfer, or lease its properties and
assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged
or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially
as an entirety shall be a corporation, shall be organized and validly existing under the laws of the United States of America,
any of its states or the District of Columbia, and shall expressly assume, by a supplemental indenture, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest
on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed
or observed;


 


(2)            
immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company
or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened
and be continuing; and


 


(3)            
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, or lease and, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article and that all conditions precedent in this Indenture provided for relating
to such transaction have been complied with.


 






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Section 8.2             
Successor Substituted.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer, or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into which
the Company is merged 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 Person had been named
as the Company in this Indenture, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


 


ARTICLE
IX

Supplemental Indentures


 


Section 9.1             
Supplemental Indentures Without Consent of Holders.


 


Without the consent of any Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more
supplemental indentures, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)            
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company in this Indenture and in the Securities; or


 


(2)            
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power conferred in this Indenture upon the Company; or


 


(3)            
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or


 


(4)            
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities, registrable or not registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form; or


 


(5)            
to add to, change, or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change, or elimination (i) shall neither (A) apply to any Security of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding;
or


 


(6)            
to secure the Securities; or


 


(7)            
to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or


 






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(8)            
to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts under this Indenture by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or


 


(9)            
to comply with any requirements of the Commission in connection with qualifying this Indenture under the Trust Indenture
Act; or


 


(10)          
to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with
any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this
Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities
of any series in any material respect.


 


Section 9.2             
Supplemental Indentures With Consent of Holders.


 


With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act
of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into a supplemental indenture or indentures for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2
shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,


 


(1)            
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce
its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its
Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security,
or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit
for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption
Date), or


 


(2)            
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with the provisions
of or defaults under this Indenture and their consequences provided for in this Indenture, or


 


(3)            
modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion
of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8).


 


A supplemental indenture which changes or eliminates any covenant
or other 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.


 






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


 


Section 9.3             
Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications of the trusts created by this Indenture,
the Trustee shall be entitled to receive in addition to the documents required by Section 1.2, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, or immunities under this Indenture
or otherwise.


 


Section 9.4             
Effect of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance with such supplemental indenture, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Securities previously or subsequently authenticated and
delivered under this Indenture shall be bound by such supplemental indenture.


 


Section 9.5             
Conformity With Trust Indenture Act.


 


Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.6             
Reference in Securities to Supplemental Indentures.


 


Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


 






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ARTICLE
X

Covenants


 


Section 10.1           
Payment of Principal, Premium, and Interest.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section 10.2           
Maintenance of Office or Agency.


 


The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange, and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give 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 its address, such presentations,
surrenders, notices, and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company appoints the
Trustee as its agent to receive all such presentations, surrenders, notices, and demands.


 


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


 


Section 10.3           
Money for Securities Payments to Be Held in Trust.


 


If the Company shall at any time act as
its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium
or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled to such
principal, premium, or interest a sum sufficient to pay the principal and any premium and interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as provided in this Indenture and will promptly notify the Trustee of its
action or failure to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, prior to 10:00 a.m. New York City time on each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee in writing of its action or failure to act.


 


The Company will cause each Paying Agent
for any series of Securities other than the Trustee 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, that such Paying Agent will (i) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
and upon the written request of the Trustee, immediately pay to the Trustee all sums held in trust by such Paying Agent for payment
in respect of the Securities of that series.


 






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The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, 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; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium, or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall (unless otherwise required by mandatory provision
of applicable escheat or abandoned or unclaimed property law) 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, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee, shall cease at such time; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of
the Company 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 Borough of Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified in such notice, 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 10.4           
Statement by Officers as to Default.


 


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending after the date of this Indenture, an Officer’s Certificate
(one of the signers of which shall be the principal executive officer, principal financial officer, or principal accounting officer
of the Company), stating whether or not, to the best knowledge of the signers, the Company is in default in the performance and
observance of any of the terms, provisions, and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided under this Indenture) and, if the Company shall be in default, specifying all such defaults and their nature
and status of which they may have knowledge. The Company will deliver to the Trustee written notice of the occurrence of any Event
of Default within ten Business Days of the Company becoming aware of any such Event of Default.


 


Section 10.5           
Existence.


 


Subject to Article VIII, the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and
statutory), and franchises; provided, however, that the Company shall not be required to preserve any such right
or franchise if the Board of Directors shall determine that its preservation is no longer desirable in the conduct of the business
of the Company and that its loss is not disadvantageous in any material respect to the Holders.


 


Section 10.6           
Calculation of Original Issue Discount.


 


If the Company has Outstanding any Original
Issue Discount Securities, the Company shall file with the Trustee within a reasonable time after the end of each calendar year
a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year.


 






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ARTICLE
XI

Redemption of Securities


 


Section 11.1           
Applicability of Article.


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for Securities of any series) in accordance with this Article.


 


Section 11.2           
Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such
Securities. In case of any redemption at the election of the Company, the Company shall, at least 60 calendar days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
and an Opinion of Counsel evidencing compliance with such restriction.


 


Section 11.3           
Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed or such series is comprised
of a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, pro rata, or in accordance
with the applicable procedures of the Depositary, which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral multiple of such denomination) of the principal amount
of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. If
less than all of the Securities of such series and of a specified tenor are to be redeemed (unless such series is comprised of
a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date
in accordance with the applicable procedures of the Depositary from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.


 


The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal
amount to be redeemed. The provisions of the preceding paragraph and this paragraph shall not apply with respect to the redemption
of a series of Securities comprised of a single Security, whether such Security is to be redeemed in whole or in part. In the case
of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) of such Security.


 


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 Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


 






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Section 11.4           
Notice of Redemption.


 


The Company shall send, or cause to be sent,
notices of redemption at least 30 days but not more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed, at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary.


 


All notices of redemption shall state:


 


(1)            
the Redemption Date,


 


(2)            
the Redemption Price and accrued interest, if any,


 


(3)            
the manner in which the Redemption Price was calculated,


 


(4)            
if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial
redemption of any Securities, the principal amounts) of the particular Securities to be redeemed, and that on or after the date
fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in authorized denominations
for an aggregate principal amount equal to the unredeemed portion will be issued,


 


(5)            
that on the Redemption Date the Redemption Price and accrued interest, if any, will become due and payable upon each such
Security to be redeemed and, if applicable, that interest on such Security will cease to accrue on and after such date,


 


(6)            
the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest,
if any,


 


(7)            
that the redemption is for a sinking fund, if such is the case, and


 


(8)            
the CUSIP numbers, if any, of the Securities to be redeemed.


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company and shall not be irrevocable.


 


Section 11.5           
Deposit of Redemption Price.


 


Prior to 10:00 a.m., New York City time,
on any Redemption Date specified in the notice of redemption given as provided in Section 11.4, 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 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 


Section 11.6           
Securities Payable on Redemption Date.


 


Notice of redemption having been given in
accordance with this Indenture, the Securities to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price specified in the notice, and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in
accordance with such notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.7.


 






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


 


Section 11.7          
Securities Redeemed in Part.


 


Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his 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 and of like tenor, 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.


 


ARTICLE
XII


Sinking Funds


 


Section 12.1           
Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section
3.1 for Securities of such series.


 


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


 


Section 12.2           
Satisfaction of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Securities of
a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which previously
have been redeemed by the Company either at the election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities, or have been otherwise acquired
by the Company as permitted by such Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities to be so credited have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 






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Section 12.3           
Redemption of Securities for Sinking Fund.


 


Not less than 90 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion, if any,
which is to be satisfied by payment of cash and the portion, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.2 and the basis for such credit and will also deliver to the Trustee any Securities
to be so delivered. Such Officer’s Certificate shall be irrevocable and upon its delivery the Company shall be obligated
to make the cash payment or payments therein referred to, if any, on or before the succeeding sinking fund payment date. Not less
than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of redemption to be given in the name of and
at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7. On or before
each sinking fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in Section 10.3) in cash a sum in the currency in which Securities of such
series are payable (except as provided pursuant to Section 3.1) equal to the principal (and premium, if any) and any interest accrued
to the Redemption Date for Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.


 


ARTICLE
XIII


Defeasance and Covenant Defeasance


 


Section 13.1           
Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If, pursuant to Section 3.1, provision
is made for either or both of (a) Defeasance of the Securities of a series under Section 13.2 or (b) Covenant Defeasance
of the Securities of a series under Section 13.3, then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article XIII, shall be applicable to the Securities of such series, and the Company may
at its option by Board Resolution or in any other manner specified as contemplated by Section 3.1, at any time, with respect
to the Securities of such series, elect to have either Section 13.2 (if applicable) or Section 13.3 (if applicable)
be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article
XIII.


 


Section 13.2           
Defeasance and Discharge.


 


Upon the Company’s exercise of the
above option applicable to this Section, the Company shall be deemed to have been discharged from its obligations with respect
to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (“Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture,
insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged under this Indenture: (A) the
rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4
as more fully set forth in such Section, payments of the principal of (any premium, if any) and interest on such Securities when
such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 6.7,
10.2, and 10.3, and such ancillary obligations, (C) the rights, powers, trusts, duties, immunities, and other provisions in
respect of the Trustee under this Indenture, and (D) this Article XIII. Subject to compliance with this Article XIII, the
Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section
13.3 with respect to the Securities of such series. Following a Defeasance, payment of the Securities of such series may not
be accelerated because of an Event of Default.


 






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Section 13.3           
Covenant Defeasance.


 


Upon the Company’s exercise of the
above option applicable to this Section and after the date the conditions set forth below are satisfied (“Covenant Defeasance”),
(1) the Company shall be released from its obligations under any covenant applicable to such Securities that is determined pursuant
to Section 3.1 to be subject to this provision, and (2) the occurrence of any event specified in Section 5.1(4) (with
respect to any Section applicable to such Securities that are specified pursuant to Section 3.1 as being subject to this
provision), Section 5.1(5) or (6) or determined pursuant to Section 3.1 to be subject to this provision shall
not be deemed to be or result in an Event of Default. For this purpose, such Covenant Defeasance means that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term,
condition, or limitation set forth in any such Section or Article whether directly or indirectly by reason of any reference elsewhere
in this Indenture to any such Section or Article or by reason of any reference in any such Section to any other provision in this
Indenture or in any other document, but the remainder of this Indenture and such Securities shall be unaffected by such Covenant
Defeasance.


 


Section 13.4           
Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions precedent
to application of either Section 13.2 or Section 13.3 to the Outstanding Securities of such series:


 


(1)            
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies
the requirements contemplated by Section 6.9 and agrees to comply with the provisions of the Indenture applicable to it
as if it were the Trustee under this Indenture), as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B)
U.S. Government Obligations which through the scheduled payment of principal and interest in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount, or (C) a combination of such money and U.S. Government
Obligations, in each case sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee as previously provided) to pay and discharge, the principal of (and premium,
if any) and interest on the Outstanding Securities of such series on the Maturity of such principal, any premium or interest, and
any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on their due
dates. Before such a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at
a future date or dates in accordance with Article XI, which shall be given effect in applying the foregoing provisions. For this
purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America
for the payment of which its full faith and credit is pledged, or (y) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the
issuer, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest
on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.


 






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(2)            
No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to
the Securities of such series shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections
5.1(5) and (6) are concerned, at any time during the period ending on the 120th day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period applicable to the Company under federal or state law
in respect of such deposit (it being understood that the condition in this clause (B) shall not be deemed satisfied until the expiration
of such period).


 


(3)            
Such Defeasance or Covenant Defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting
interest as defined in Section 6.8 or for purposes of the Trust Indenture Act with respect to any Securities of the Company
or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under
the Investment Company Act of 1940, as amended.


 


(4)            
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.


 


(5)            
Such Defeasance or Covenant Defeasance shall not cause any Securities of such series then listed on any registered national
securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted.


 


(6)            
In the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since
the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that,
and based on such ruling or change such opinion shall confirm that, the Holders of the Outstanding Securities of such series will
not recognize income, gain, or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal
income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Defeasance had not
occurred.


 


(7)            
In the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain, or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the
same manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred.


 


(8)            
The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (subject to customary qualifications
and assumptions) after the period described in Section 13.4(2), the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally.


 






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(9)            
Such Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions, or limitations
which may be imposed on the Company in connection with such Defeasance or Covenant Defeasance pursuant to Section 3.1.


 


(10)          
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the Defeasance under Section 13.2 or the Covenant Defeasance under
Section 13.3 (as the case may be) have been complied with.


 


Section 13.5           
Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee
are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities
of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities in
respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent
required by law.


 


The Company shall pay and indemnify the
Trustee against any tax, fee, or other charge imposed on or assessed against the money or U.S. Government Obligations deposited
pursuant to Section 13.4 or the principal and interest received in respect of such money or U.S. Government Obligations
other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securities.


 


Anything in this Indenture to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 13.4 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount which would then
be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.


 


Section 13.6           
Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section 13.5 by reason of any order or judgment of
any court or governmental authority enjoining, restraining, or otherwise prohibiting such application, then the Company’s
obligations under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this
Article XIII until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S. Government Obligations
in accordance with Section 13.5; provided, however, that if the Company makes any payment of principal of
(and premium, if any) or interest on any such Security following the reinstatement of its obligations, the Company shall be entitled,
at its election, (a) to receive from the Trustee or Paying Agent, as applicable, that portion of such money or U.S. Government
Obligations equal to the amount of such payment, or (b) to be subrogated to the rights of the Holders of such Securities to receive
such payment from the money and U.S. Government Obligations held by the Trustee or the Paying Agent.


 






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Section 13.7           
Counterparts; Electronic Signatures.


 


This instrument 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. All notices, approvals, consents, requests and any communications hereunder must be in writing
(provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by
way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to the Trustee
by the authorized representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures
and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 13.8           
Section 13.7.U.S.A. Patriot Act.


 


In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation,
those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the
United States (“Applicable AML Law”), the Trustee is required to obtain, verify, record and update certain information
relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, the Company agrees to
provide to the Trustee, upon the Trustee’s request from time to time, such identifying information and documentation as may
be available for the Company in order to enable the Trustee to comply with Applicable AML Law.


 


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


 


 


	 	UNITED COMMUNITY BANKS, INC.
	 	 
	 	 
	 	By:	/s/ Jefferson L. Harralson
	 	 	Name:    Jefferson L. Harralson
	 	 	Title:      Executive Vice President and Chief Financial Officer
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	/s/ April Bright
	 	 	Name: April Bright
	 	 	Title: Assistant Vice President




 



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