Exhibit 4.1


 


Execution Version


 


BYLINE BANCORP, INC.,





Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION,





Trustee


 





 



 


 


SUBORDINATED DEBT INDENTURE


 


Dated as of June 26, 2020


 





 



 


 









     


     


    

 





BYLINE BANCORP, INC.

Reconciliation and tie between Trust Indenture Act of 1939

and Subordinated Debt Indenture, dated as of June 26, 2020


 


	Trust Indenture	 	 
	Act Section	 	Indenture Section
	 	 	 
	§ 310	(a)(1)	 	609
	 	(a)(2)	 	609
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(b)	 	608, 610
	§ 311	(a)	 	613
	 	(b)	 	613
	§ 312	(a)	 	701, 702
	 	(b)	 	702
	 	(c)	 	702
	§ 313	(a)	 	703
	 	(b)	 	703
	 	(c)	 	703
	 	(d)	 	703
	§ 314	(a)	 	704
	 	(a)(4)	 	101, 1004
	 	(b)	 	Not Applicable
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	102
	§ 315	(a)	 	601
	 	(b)	 	602
	 	(c)	 	601
	 	(d)	 	601
	 	(e)	 	514
	§ 316	(a)	 	101
	 	(a)(1)(A)	 	502, 512
	 	(a)(1)(B)	 	513
	 	(a)(2)	 	Not Applicable
	 	(b)	 	508
	 	(c)	 	104
	§ 317	(a)(1)	 	503
	 	(a)(2)	 	504
	 	(b)	 	1003
	§ 318	(a)	 	107




 


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





 






     


     


    

 


Table of
Contents


 


		 	Page
	 	 	 
	PARTIES	 	1
	RECITALS OF THE COMPANY	 	1



 













		 	 	Page
	 	 	 	 
	Article One
	 	 	 	 
	Definitions and Other Provisions

                                                                                of General Application

	 	 	  	 
	Section 101.	 	Definitions	1
	Section 102.	 	Compliance Certificates and Opinions	8
	Section 103.	 	Form of Documents Delivered to Trustee	8
	Section 104.	 	Acts of Holders; Record Dates	9
	Section 105.	 	Notices, Etc., to Trustee and Company	11
	Section 106.	 	Notice to Holders; Waiver	12
	Section 107.	 	Conflict with Trust Indenture Act	12
	Section 108.	 	Effect of Headings and Table of Contents	13
	Section 109.	 	Successors and Assigns	13
	Section 110.	 	Separability Clause	13
	Section 111.	 	Benefits of Indenture	13
	Section 112.	 	Governing Law	13
	Section 113.	 	Legal Holidays	13
	Section 114.	 	Waiver of Jury Trial	13
	Section 115.	 	Certain Anti-Money Laundering Matters	13
	Section 116.	 	Force Majeure	14
	Section 117.	 	Certain Tax Matters	14
	 	 	 	 
	Article Two
	 	 	 	 
	Security
    Forms
	 	 	 	 
	Section 201.	 	Forms Generally	14
	Section 202.	 	Form of Face of Security	15
	Section 203.	 	Form of Reverse of Security	17
	Section 204.	 	Form of Legend for Global Securities	21
	Section 205.	 	Form of Certificate of Authentication	22
	 	 	 	 
	Article Three
	 	 	 	 
	The
    Securities
	 	 	 	 
	Section 301.	 	Amount Unlimited; Issuable in Series	22
	Section 302.	 	Denominations	25



 






     


     


    

 


TABLE OF CONTENTS

Continued


 


	 	 	 	Page
	 	 	 	 
	Section 303.	 	Execution, Authentication, Delivery and Dating	25
	Section 304.	 	Temporary Securities	27
	Section 305.	 	Registration, Registration of Transfer and Exchange	28
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	30
	Section 307.	 	Payment of Interest; Interest Rights Preserved	31
	Section 308.	 	Persons Deemed Owners	32
	Section 309.	 	Cancellation	33
	Section 310.	 	Computation of Interest	33
	Section 311.	 	CUSIP Numbers.	33
	 	 	 	 
	Article Four
	 	 	 	 
	Satisfaction
    and Discharge
	 	 	 	 
	Section 401.	 	Satisfaction and Discharge of Indenture	33
	Section 402.	 	Application of Trust Money	35
	 	 	 	 
	Article Five
	 	 	 	 
	Remedies
	 	 	 	 
	Section 501.	 	Events of Default	35
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	36
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	37
	Section 504.	 	Trustee May File Proofs of Claim	39
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities	39
	Section 506.	 	Application of Money Collected	39
	Section 507.	 	Limitation on Suits	40
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.	40
	Section 509.	 	Restoration of Rights and Remedies	41
	Section 510.	 	Rights and Remedies Cumulative	41
	Section 511.	 	Delay or Omission Not Waiver	41
	Section 512.	 	Control by Holders	41
	Section 513.	 	Waiver of Past Defaults	41
	Section 514.	 	Undertaking for Costs	43
	Section 515.	 	Waiver of Usury, Stay or Extension Laws	43



 



     -ii-


     


    





 


TABLE OF CONTENTS
 Continued


 


	Page
	Article Six
	 	 	 	 
	The
    Trustee
	 	 	 	 
	Section 601.	 	Certain Duties and Responsibilities	42
	Section 602.	 	Notice of Defaults	43
	Section 603.	 	Certain Rights of Trustee	44
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	45
	Section 605.	 	May Hold Securities	45
	Section 606.	 	Money Held in Trust	45
	Section 607.	 	Compensation and Reimbursement	46
	Section 608.	 	Disqualification; Conflicting Interests	46
	Section 609.	 	Corporate Trustee Required; Eligibility	47
	Section 610.	 	Resignation and Removal; Appointment of Successor	47
	Section 611.	 	Acceptance of Appointment by Successor	48
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	49
	Section 613.	 	Preferential Collection of Claims Against Company	50
	 	 	 	 
	Article Seven
	 	 	 	 
	Holders’
    Lists and Reports by Trustee and Company
	 	 	 	 
	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders	51
	Section 702.	 	Preservation of Information; Communications to Holders.	52
	Section 703.	 	Reports by Trustee	52
	Section 704.	 	Reports by Company	53
	 	 	 	 
	Article Eight
	 	 	 	 
	Consolidation,
    Merger, Conveyance, Transfer or Lease
	 	 	 	 
	Section 801.	 	Company May Consolidate, Etc., Only on Certain Terms.	53
	Section 802.	 	Successor Substituted	53
	 	 	 	 
	Article Nine
	 	 	 	 
	Supplemental
    Indentures
	 	 	 	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders	54
	Section 902.	 	Supplemental Indentures With Consent of Holders	55
	Section 903.	 	Execution of Supplemental Indentures	57
	Section 904.	 	Effect of Supplemental Indentures	57
	 	 	 	 



 






     -iii-


     


    

 


TABLE OF CONTENTS
 Continued


 


	 	 	 	Page
	 	 	 	 
	Section 905.	 	Conformity with Trust Indenture Act	57
	Section 906.	 	Reference in Securities to Supplemental Indentures	57
	Section 907.	 	Subordination Unimpaired	57
	 	 	 	 
	Article Ten
	 	 	 	 
	Covenants
	 	 	 	 
	Section 1001.	 	Payment of Principal, Premium and Interest	57
	Section 1002.	 	Maintenance of Office or Agency	58
	Section 1003.	 	Money for Securities Payments to Be Held in Trust	58
	Section 1004.	 	Statement by Officers as to Default	59
	Section 1005.	 	Waiver of Certain Covenants	61
	 	 	 	 
	Article Eleven
	 	 	 	 
	Redemption
    of Securities
	 	 	 	 
	Section 1101.	 	Applicability of Article	60
	Section 1102.	 	Election to Redeem; Notice to Trustee	60
	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed	60
	Section 1104.	 	Notice of Redemption	61
	Section 1105.	 	Deposit of Redemption Price	62
	Section 1106.	 	Securities Payable on Redemption Date	62
	Section 1107.	 	Securities Redeemed in Part	63
	 	 	 	 
	Article Twelve
	 	 	 	 
	Sinking
    Funds
	 	 	 	 
	Section 1201.	 	Applicability of Article	63
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	64
	Section 1203.	 	Redemption of Securities for Sinking Fund	64
	 	 	 	 
	Article Thirteen
	 	 	 	 
	SUBORDINATION OF SECURITIES
	 	 	 	 
	Section 1301.	 	Securities Subordinate to Senior Indebtedness	64
	Section 1302.	 	Payment Over of Proceeds Upon Dissolution, Etc.	65
	Section 1303.	 	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	66
	Section 1304.	 	No Payment When Senior Indebtedness in Default.	66



 






     -iv-


     


    

 


TABLE OF CONTENTS
 Continued


 


	 	 	 	Page
	 	 	 	 
	Section 1305.	 	Payment Permitted in Certain Situations.	67
	Section 1306.	 	Subrogation to Rights of Holders of Senior Indebtedness.	68
	Section 1307.	 	Provisions Solely to Define Relative Rights.	68
	Section 1308.	 	Trustee to Effectuate Subordination and Payment Provisions.	68
	Section 1309.	 	No Waiver of Subordination Provisions.	69
	Section 1310.	 	Notice to Trustee.	69
	Section 1311.	 	Reliance on Judicial Order or Certificate of Liquidating Agent.	70
	Section 1312.	 	Trustee Not Fiduciary for Holders of Senior Indebtedness.	70
	Section 1313.	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.	70
	Section 1314.	 	Article Applicable to Paying Agents.	70
	 	 	 	 
	Article Fourteen
	 	 	 	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	Section 1401.	 	Company’s Option to Effect Defeasance or Covenant Defeasance	71
	Section 1402.	 	Defeasance and Discharge	71
	Section 1403.	 	Covenant Defeasance	71
	Section 1404.	 	Conditions to Defeasance or Covenant Defeasance	72
	Section 1405.	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	74



 


	TESTIMONIUM	 	77
	SIGNATURES	 	78
	ACKNOWLEDGMENTS	 	80




 












     -v-


     


    

 


SUBORDINATED DEBT INDENTURE, dated as of June 26,
2020, between BYLINE BANCORP, INC., a corporation duly organized and


existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 180 North LaSalle Street, Suite 300, Chicago, IL
60601, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United
States of America, as Trustee (herein called 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 subordinated debentures, notes or
other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.


 


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 thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders
of the Securities or of series thereof, as follows:


 


Article One


 


Definitions and Other Provisions


of General Application


 


Section 101.          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 One have the meanings assigned to them in this Article One and include the
plural as well as the singular;


 


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


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
at the date of such computation; provided that when two or more principles are so generally accepted, it shall mean the
set of principles consistent with those in use by the Company;


 






     



     


    

 


(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;


 


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


 


(6)            when
used with respect to any Security, the words “convert”, “converted” and “conversion” are intended
to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property
in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301,
and these words are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities
of the same series and like tenor pursuant to Sections 304, 305, 306, 906 or 1107 or another
similar provision of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security
that may be converted mean such terms as may be specified for such Security as contemplated in Section 301.


 


“Act”, when used with respect
to any Holder, has the meaning specified in Section 104(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 meanings correlative to the foregoing.


 


“Applicable Law” has the
meaning specified in Section 115.


 


“Applicable Procedures”
of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are
applicable to such matter at such time.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Bank” means Byline Bank and its
successors (whether by consolidation, merger, conversion, transfer of substantially all their assets and business or otherwise)
so long as Byline Bank or any successor is a Subsidiary.


 






    -2- 



     


    

 


“Board of Directors” means
either the board of directors of the Company or any 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 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 day other than a Saturday, Sunday, or any other day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order to close; provided that, when used with respect
to any Security, “Business Day” may have such other meaning, if any, as may be specified for such Security as contemplated
by Section 301.


 


“Commission” means the
Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument 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 instrument 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 the Chief Executive Officer, Chief Financial
Officer or General Counsel of the Company and delivered to the Trustee.


 


“Corporate Trust Office”
means, with respect to the office of the Trustee, the designated corporate trust office of the Trustee, at which at any particular
time its corporate trust business shall be principally administered, which office at the date hereof is located at 190 S. LaSalle
Street, Chicago, Illinois 60603, Attn: Linda Garcia, Facsimile: (312) 332-8008, or such other address in the continental United
States as the Trustee may designate from time to time by notice to the Holders and the Company, or the corporate trust office of
any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders
and the Company).


 


“corporation” means a corporation,
association, company (including a limited liability company), joint-stock company or business trust.


 


“Covenant Defeasance” has
the meaning specified in Section 1403.


 


“Default” has the meaning
specified in Section 503.


 


“Defaulted Interest” has
the meaning specified in Section 307.


 


“Defeasance” has the meaning
specified in Section 1402.


 


“Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency
that is to act as Depositary for such Securities as contemplated by Section 301.


 


“Event of Default” has
the meaning specified in Section 501.


 






    -3- 



     


    

 


“Exchange Act” means the
Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.





 


“Expiration Date” has the
meaning specified in Section 104(g).


 


“Global Security” means
a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such Securities).


 


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


 


“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.


 


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


 


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


 


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“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 as therein or herein provided, whether at the Stated Maturity or by acceleration, by declaration or otherwise, call for
redemption or otherwise.


 


“Notice of Default” means
a written notice of the kind specified in Section 503(c).


 


“Officers’ Certificate”
means a certificate signed by any two of the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company
and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004
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, and who shall
be reasonably acceptable to the Trustee.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon acceleration,
by declaration or otherwise, of the Maturity thereof pursuant to Section 502.


 






    -4- 



     


    

 


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





 


(i)             Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; and


 


(ii)            Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any other 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 therefor satisfactory to the Trustee has been made;


 


(iii)            Securities
as to which Defeasance has been effected pursuant to Section 1402;


 


(iv)            Securities
which have been paid pursuant to Section 306 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 bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and


 


(v)            Securities
as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or
as to which any other express conditions, the satisfaction of which will result in such Securities’ ceasing to be deemed
outstanding, have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable
as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) 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 301,
(C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units
which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided
as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee
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.





 






    -5- 



     


    

 


“Paying Agent” means any
Person authorized by the Company to pay the principal of (and premium, if any, on) or interest, if any, on any Securities on behalf
of the Company.


 


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


 


“Place of Payment”, when
used with respect to the Securities of any series and subject to Section 1002, means the place or places where the
principal of (and premium, if any, on) and interest (if any) on the Securities of that series are payable as specified as contemplated
by Section 301.


 


“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 306
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.


 


“Record Date” means a Regular
Record Date or a Special Record Date, as the case may be.


 


“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 specified for that purpose as
contemplated by Section 301.


 


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


 


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


 






    -6- 



     


    

 


“Securities Act” means
the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.





 


“Security Register” and
 “Security Registrar” have the respective meanings specified in Section 305.


 


“Senior Indebtedness” means
(i) all indebtedness and obligations (other than the Securities) of, or guaranteed or assumed by, the Company that are for
borrowed money, or are evidenced by bonds, debentures, notes or other similar instruments, or are deferred obligations for the
payment of the purchase price of property or assets, in each case, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed or guaranteed, (ii) obligations of the Company that are similar to those in Clause (i) above
and arise from off-balance sheet guarantees and direct credit substitutes, in each case, whether outstanding on the date of this
Indenture or thereafter created, incurred, assumed or guaranteed, and (iii) all obligations of the Company associated with
derivative products such as interest rate and foreign exchange contracts, commodity contracts and similar arrangements, in each
case, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and, in the case
of each of Clauses (i), (ii) and (iii) above, all amendments, renewals, extensions, modifications and refundings of such
indebtedness and obligations; provided that in each case Senior Indebtedness shall not include (w) the Securities and;
(x) such other indebtedness of the Company as is by its terms expressly stated (A) not to be senior in right of payment
to, or (B) to rank pari passu with, or (C) to rank junior in right of payment to, the Securities.


 


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Company pursuant to Section 307.


 


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


 


“Subsidiary” means a corporation
more than 50% of the outstanding Voting Stock 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.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939 as in force at the date as of which this instrument 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.


 


“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 hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.


 


“U.S. Government Obligation”
has the meaning specified in Section 1404(1).


 






    -7- 



     


    

 


“Vice President”, when
used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words
added before or after the title “vice president”.





 


“Voting Stock” means stock
of the class or classes having a general voting power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any contingency).


 


Section 102.          Compliance
Certificates and Opinions.


 


Upon any application 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
Officers’ 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 with respect
to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 1004)
shall include,


 


(i)             a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(ii)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


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


 


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


 


Section 103.          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.


 






    -8- 



     


    

 


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 his or her 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 104.          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, made 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 herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein 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 601)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.


 


(b)             The
fact and date of the execution by any Person of any such instrument or writing 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 or writing acknowledged to him or her the execution thereof. Where such execution is
by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


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


 


(d)             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 thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.


 






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(e)             The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not
set a record date for, and the provisions of this Section 104(e) shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in Section 104(f). If any record date is set pursuant
to this Section 104(e), the Holders of Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this Section 104(e) shall
be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set
pursuant to this Section 104(e) (whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this Section 104(e) shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the
date such action is taken. Promptly after any record date is set pursuant to this Section 104(e), the Company, at its
own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
Nothing in this Section 104(e) shall prevent a Holder, or a proxy of a Holder, from giving, after the Expiration
Date, a new notice identical to a notice which has expired, in which event a new record date shall be established.





 


(f)              The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred
to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this
Section 104(f), the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall
be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this Section 104(f) shall
be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set
pursuant to this Section 104(f) (whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this Section 104(f) shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the
date such action is taken. Promptly after any record date is set pursuant to this Section 104(f), the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
Nothing in this Section 104(f) shall prevent a Holder, or a proxy of a Holder, from giving, after the Expiration
Date, a new notice identical to a notice which has expired, in which event a new record date shall be established.





 






    -10- 



     


    

 


(g)             With
respect to any record date set pursuant to this Section 104, the party hereto which sets such record dates may designate
any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later
day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106,
on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant
to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th
day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided
in this Section 104(g). Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.


 


(h)             Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder 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 part of such principal amount.


 


Section 105.          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,


 


(i)            the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(which may be by facsimile or other electronic means of transmission) to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust and Agency Group, or


 


(ii)            the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
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.


 


The Trustee shall have the right to accept
and act upon instructions or directions pursuant to this Indenture sent in the form of a manually signed document by unsecured
e-mail, facsimile transmission or other similar unsecured electronic methods or by way of a digital signature provided by DocuSign
(or such other digital signature provider as specified in writing to Trustee by the authorized representative), provided,
however, that the Company shall provide to the Trustee an incumbency certificate listing designated persons with the authority
to provide such instructions and containing specimen signatures of such designated persons, which incumbency certificate shall
be amended whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions,
the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding
that such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks
arising out of the use of digital signatures or electronic methods to submit instructions and directions 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.





 






    -11- 



     


    

 


Section 106.          Notice
to Holders; Waiver.


 


Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and given
by first-class mail (postage prepaid), by overnight courier or by facsimile or other electronic means of transmission to each Holder
affected by such event, at his or her 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, by overnight courier or by facsimile or other electronic means of transmission, neither the failure to so give
such notice, nor any defect in any notice so given, 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.


 


In case it shall be impracticable to give
such notice by mail, by overnight courier or by facsimile or other electronic means of transmission then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Notwithstanding anything in this Indenture
to the contrary, where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently
given if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the
latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.


 


Section 107.          Conflict
with Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act which is required under the Trust Indenture 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 which 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.





 






    -12- 



     


    

 


Section 108.          Effect
of Headings and Table of Contents.


 


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


 


Section 109.          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 110.          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 thereby.


 


Section 111.           Benefits
of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior
Indebtedness and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise
be provided pursuant to Section 301 with respect to any Securities of a particular series or under this Indenture with
respect to such Securities.


 


Section 112.          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 113.          Legal
Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or any date on which a Holder has the right to convert his or her 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 any Security which specifically states that such provision shall apply in lieu of this Section 113))
payment of interest or principal (and premium, if any), or conversion of such Security, 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, or on such date for conversion, as the case may
be; provided that, except as may otherwise be provided pursuant to Section 301 with respect to any Securities
of a particular series, no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.


 


Section 114.          Waiver
of Jury Trial.


 


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


 


Section 115.          Certain
Anti-Money Laundering Matters.


 


In order to comply with laws, rules, regulations
and executive orders in effect from time to time applicable to banking institutions relating to the funding of terrorist activities
and money laundering (“Applicable Law”), the Trustee may be 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 reasonable request of the Trustee from time to time such identifying information and
documentation as may be available to the Company in order to enable the Trustee, as applicable, to comply with Applicable Law.





 






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Section 116.          Force
Majeure.


 


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


 


Section 117.          Certain
Tax Matters.


 


In order to facilitate compliance with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in
effect from time to time, the Company agrees to provide to the Trustee upon the reasonable request of the Trustee from time to
time such information about the Company, the Holders or the transactions contemplated by this Indenture as may be available to
the Company.


 


Article Two


 


Security
Forms


 


Section 201.          Forms
Generally.


 


The Securities of each series shall be in
substantially the form set forth in this Article Two, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, 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 thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, 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 303
for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant
to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time
of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time
of issuance of the first Security of such series.


 


The definitive Securities shall be printed,
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.


 






    -14- 



     


    

 


Section 202.          Form of
Face of Security.


 


THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT
OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE DEPOSIT INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.





 


[Insert any legend required by the Internal
Revenue Code and the regulations thereunder]


 


BYLINE BANCORP, INC.


 





 



 


 





	No. . . . . . . . . . .	 	$ . . . . . . . .




 


BYLINE BANCORP, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes
any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________________________,
or registered assigns, the principal sum of ____________________________________ Dollars on _________________________ [If the
Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from __________________________________
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________________
and __________________ in each year, commencing __________, at the rate of __________% per annum, until the principal hereof is
paid or made available for payment [If applicable insert — , and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of __________________ % per annum on any overdue principal and premium and on any overdue
installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which shall be the _______ or ____________ (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities
of this series and the Trustee not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].


 


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security
shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid
on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]





 






    -15- 



     


    

 


Payment of the principal of (and premium,
if any, on) and [if applicable, insert — any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts][if applicable insert description of currency, currencies,
composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities
of the series shall be payable]; provided, however, that at the option of the Company payment of interest may
be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register
or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person
entitled thereto as specified in the Security Register in writing not less than ten days before the date of the interest payment;
and provided, further, that if this Security is a Global Security payment may be made pursuant to the Applicable
Procedures of the Depositary as permitted in said Indenture.


 


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


 


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


 


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


 


Dated:


	 	 	 
	 	 	BYLINE BANCORP, INC.
	 	 	 
	 	 	By	 
	 	 	 	Name:
	 	 	 	Title:




 


	Attest:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 



 








    -16- 



     


    




 


Section 203.           Form of
Reverse of Security.





 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under a Subordinated Indenture, dated as of June 26, 2020 (herein called the “Indenture”, which
term shall have the meaning assigned to it in such instrument), between the Company and [Trustee], as Trustee (herein called the
 “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert
 —, limited in aggregate principal amount to $_________].


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 10 days’ nor more than 60 days’ notice, and
in the manner provided in the Indenture, [if applicable, insert — (1) at any time on __________ in any year commencing
with the year ________ and ending with the year _______ through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after _____________, 20____
], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [on or before _________, ___%, and if redeemed] during the 12-month period beginning __________________ of
the years indicated,


 


	
        Year
	 	
        Redemption
        Price
	 	
        Year
	 	
        Redemption
        Price

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 10 days’ nor more than 60 days’ notice in the
manner provided in the Indenture, (1) on _____________ in any year commencing with the year __________________ and ending
with the year ________________ through operation of the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert — on or after __________], as a whole or in part, at the election of the Company,
at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period beginning __________________ of the years indicated,





 






    -17- 



     


    

 


	
        Year
	 	
        Redemption
        Price For

 Redemption Through

 Operation of the Sinking Fund
	 	
        Redemption
        Price For 

Redemption Otherwise Than 

Through Operation of the 

Sinking Fund

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


and thereafter at a Redemption Price equal to ____% of the principal
amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest
to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular
Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — Notwithstanding
the foregoing, the Company may not, prior to _________, redeem any Securities of this series as contemplated by [if applicable,
insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by
the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ___% per annum.]


 


[If applicable, insert — Notwithstanding
the foregoing, the Company may not redeem this Security without having received the prior approval of the “appropriate federal
banking agency” with respect to the Company, as defined in Section 3(q) of the Federal Deposit Insurance Act (12
U.S.C. § 1813(q)), or any successor provision, if then required under capital regulations applicable to the Company.]


 


[If applicable, insert — The
sinking fund for this series provides for the redemption on _________ in each year beginning with the year _________ and ending
with the year ________ of [if applicable, insert — not less than] $_____ [if applicable, insert — (“mandatory
sinking fund”) and not more than] $______ aggregate principal amount of Securities of this series. [If applicable,
insert — Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert
 — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory]
sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become
due].]


 


[If the Security is subject to redemption
of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]





 






    -18- 



     


    

 


The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by the provisions of the Indenture, (b) authorizes
and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by
his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives
reliance by each such holder upon said provisions.


 


Payment of principal on the Securities may
be accelerated only in the case of certain events involving the bankruptcy, insolvency or reorganization of the Company. There
is no right of acceleration in the case of a default in the performance of any covenant of the Company, including the payment of
principal or interest. In case a Default with respect to this Security shall occur and be continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the holders of the Securities through appropriate judicial proceedings.
The Indenture defines a Default to include, without limitation, default in the payment of principal of these Securities when due
and default for 30 days in any payment of interest on any Security of this series.


 


[If applicable, insert — The
Indenture contains provisions for defeasance at any time of [(a)] [the entire indebtedness evidenced by this Security] [and/or
(b)] [certain restrictive covenants and Events of Default with respect to this Security,] [in each case] upon compliance by the
Company with certain conditions set forth in the Indenture. At the election of the Company, these provisions shall apply to this
Security.]


 


[If the Security is not an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture.]


 


[If the Security is an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to _________ [insert formula for determining the amount]. Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the principal of and premium, if any, on and interest, if any, on the Securities of this series shall
terminate.]


 






    -19- 



     


    

 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding to be affected under the Indenture, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.





 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or this Security or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Default as Trustee and offered the Trustee indemnity or security reasonably
satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity or security. The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof (and premium, if any,
hereon) or interest hereon on or after the respective due dates expressed herein.


 


If so provided pursuant to the terms of any
specific Securities, the above-referenced provisions of the Indenture regarding the ability of Holders to waive certain defaults,
or to request the Trustee to institute proceedings (or to give the Trustee other directions) in respect thereof, may be applied
differently with regard to such Securities.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any, on) and interest (if any) on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium,
if any, on) and interest (if any) on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and
far the same aggregate principal amount, will be issued to the designated transferee or transferees.





 






    -20- 



     


    

 


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


 


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


 


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


 


Under the Indenture, the Company, the Trustee
and the holder of this Security waive, to the fullest extent permitted by law, any right to a trial by jury in any proceeding relating
to the Securities.


 


Except to the extent specified in this Security
pursuant to Section 301 of the Indenture, in the event of any inconsistency between the Indenture and this Security,
the provisions of the Indenture shall govern.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Section 204.          Form of
Legend for Global Securities.


 


Unless otherwise specified as contemplated
by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:


 


This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this
Security in whole or in part may be registered, in the name of any Person other than such Depositary or a nominee thereof, except
in the limited circumstances described in the Indenture.


 






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Section 205.          Form of
Certificate of Authentication.


 


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





 


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


 


	 	 	[TRUSTEE]
	 	 	 
	 	 	 
	 	 	By:	        
	 	 	Authorized Officer




 




 


 


Article Three


 


The Securities


 


Section 301.          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. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,


 


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


 


(ii)             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 Sections 304, 305, 306, 906 or 1107 and except for any Securities
which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


(iii)            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 the Regular Record Date for such interest;


 


(iv)            the
date or dates on which the principal of any Securities of the series is payable;


 










(v)             the
rate or rates (or the formula pursuant to which such rate or rates shall be determined) at which any Securities of the series shall
bear interest, if any, including the rate of interest applicable on overdue payments of principal of (and premium, if any on) or
interest on, if any, if different from the rate of interest at which the Securities otherwise bear interest, the date or dates
from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular
Record Date for any such interest payable on any Interest Payment Date;





 






    -22- 



     


    

 


(vi)            the
place or places where the principal of (and premium, if any, on) and interest (if any) on any Securities of the series shall be
payable and the manner in which any payment may be made;


 


(vii)           if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which any 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;


 


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


 


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


 


(x)              if
other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or
currency units in which the principal of (or premium, if any, on) or interest, if any, on Securities of the series shall be payable
and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including
for purposes of the definition of “Outstanding” in Section 101;


 


(xi)             if
the principal of (or premium, if any, on) or interest, if any, on any Securities of the series is to be payable, at the election
of the Company or a Holder thereof, in one or more currencies, composite currencies or currency units other than that or those
in which such Securities are stated to be payable, the currency, currencies, composite currency, composite currencies or currency
units in which the principal of (or premium, if any, on) or interest, if any, on such Securities as to which such election is made
shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);


 


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


 


(xiii)           if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon acceleration, by declaration or otherwise, of the Maturity thereof pursuant to Section 502;


 






    -23- 



     


    





 


(xiv)           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 thereunder or hereunder, including the principal amount thereof 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);


  


(xv)            any
addition to, elimination of or other change in the Defaults or Events of Default which applies to any Securities of the series
and any change in the acceleration provisions in Section 502;


 


(xvi)           if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1402
or 1403 or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or
the establishment of other arrangements) to satisfy the requirements of Section 1404(1) for defeasance of such
Securities; and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities
shall be evidenced;


 


(xvii)          if
applicable, that any 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 respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 204 and any addition to, elimination
of or other change in the circumstances set forth in Clause (2) of the last paragraph of Section 305 in which
any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a
nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;


 


(xviii)         any
addition to, elimination of or other change in the covenants set forth in Article Ten which applies to Securities of
the series;


 


(xix)           any
provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted
into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu
of, any payment of principal or other amount and whether at the option of the Company or otherwise;


 


(xx)            any
change in the actions permitted or required under this Indenture to be taken by or on behalf of the Holders of the Securities of
the series, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders
of any specific Securities of the series rather than or in addition to the Holders of all Securities of the series;


 



    -24-


     


    




 


(xxi)           if
applicable, the remarketing or extension features of the Securities of the series;


  


(xxii)           any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(7)); and


 


(xxiii)          if
applicable, that Persons other than those specified in Section 111 shall have such benefits, rights, remedies and claims
with respect to any Securities of the series or under this Indenture with respect to such Securities, as to the extent provided
for such Securities.


 


All Securities of any one series shall be
substantially identical except as to authorized denominations and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued
at one time and, unless otherwise provided, a series, or any issue of Securities of any one series, may be reopened for issuances
of additional Securities of such series, or of such issue of Securities, as the case may be.


 


Accordingly, the terms of any Security of
a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 301.
The matters referenced in any or all of Clauses (i) through (xxii) above may be established and set forth or determined
as aforesaid with respect to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture
Act).


 


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 Officers’ Certificate
setting forth the terms of the Securities of such series. If all of the Securities of any series established by action taken pursuant
to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time
of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time
of issuance of the first Security of such series.


 


The Securities shall be subordinated in right
of payment to Senior Indebtedness, as provided in Article Thirteen.


 


Section 302.       Denominations. 


 


The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall
be specified as contemplated by Section 301. 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 multiple
thereof.


 


Section 303.       Execution,
Authentication, Delivery and Dating. 


 


The Securities shall be executed on behalf
of the Company by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company. The signature of any
of these officers on the Securities may be manual or facsimile.


 



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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 a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If all of the Securities of any series are not to be issued
at one time and if the Board Resolution, Officers’ Certificate or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining
the terms of particular Securities of such series, including, without limitation, but subject to such Board Resolution, Officers’
Certificate or supplemental indenture, as the case may be, the interest rate, maturity date, date of issuance and date from which
interest shall accrue; provided that the Company shall not issue any such Securities pursuant to such procedures with terms
set forth in such Security that would adversely impact the rights, duties or immunities of the Trustee under this Indenture or
such Securities without the Trustee’s prior written consent; provided, further, that, upon the reasonable request
of the Company, the Trustee shall promptly inform the Company whether the Trustee believes that a Security issued pursuant to such
procedures contains terms to which the Trustee must consent in writing in accordance with the preceding proviso. If the form or
terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201
and 301, 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 601) shall be fully protected
in relying upon, an Opinion of Counsel stating,


 


(a)            if
the form of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 201,
that such form has been established in conformity with the provisions of this Indenture;


 


(b)            if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301,
that such terms have been established in conformity with the provisions of this Indenture; and


 


(c)            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, and entitled to the benefits of this Indenture, 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
and, if applicable, to provisions of law which may require that a judgment for money damages rendered by a court in the United
States be expressed in United States dollars.


 



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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 301
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 Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraph at or prior to the 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.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation
as provided in Section 309 together with a written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


 


Section 304.       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,
reproduced 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 therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 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.


 



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Section 305.       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 and in any other office or agency of the Company in a Place of
Payment being herein sometimes 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 herein provided.


 


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 like tenor and aggregate principal amount.


 


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 like tenor and aggregate
principal amount, 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.


 


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
thereof or his or her attorney duly authorized in writing.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant
to Sections 304, 906 or 1107 not involving any transfer.


 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days prior to the day of the transmission of a notice of redemption of any such Securities selected
for redemption under Section 1103 and ending at the close of business on the day of such transmission (or during such
period as otherwise specified pursuant to Section 301 for such Securities), or (B) 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.


 






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The provisions of Clauses (1), (2), (3), (4) and
(5) below shall apply only to Global Securities:


 


(1)            Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.


 


(2)            Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by
Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of
a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security
or a nominee thereof unless (A) such Depositary has notified the Company that it (i) is unwilling or unable to continue
as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company executes and
delivers to the Trustee a Company Order stating that such Global Security shall be so transferable and exchangeable or (D) there
shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 301. If the Company receives a notice of the kind specified in Clause (A) above or delivers the Company
Order referenced in Clause (C) above, it may, in its sole discretion, designate a successor Depositary for such Global Security
within 60 days after receiving such notice or delivering such Company Order, as the case may be. If the Company designates
a successor Depositary as set forth above, such Global Security shall promptly be exchanged in whole for one or more other Global
Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for
such successor Global Security or Global Securities and the provisions of Clauses (1), (2), (3) (4) and (5) of this
Section 305 shall continue to apply thereto.


 


(3)            Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301,
any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for
a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)            Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section 305, Section 304, 306, 906 or 1107
or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 






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(5)            Neither
any members of, or participants in, a Depositary, nor any other Persons on whose behalf such members or participants may act, shall
have any rights under this Indenture with respect to any Global Security registered in the name of a Depositary or any nominee
thereof, and the applicable Depositary or such 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 absolute owner and Holder of such Global Security for all purposes whatsoever. None
of the Company, the Trustee, the Security Registrar or any other agent of the Company or any agent of the Trustee shall have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests
of a Security in the form of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. The Company, the Trustee and any other agent of the Company and any agent of the Trustee shall be entitled
to deal with a Depositary, and any nominee thereof, that is the Holder of a Global Security for all purposes of this Indenture
relating to such Global Security (including the payment of principal, premium, if any, and interest, 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 other agent of the Company or any agent of the Trustee shall have any responsibility or liability for any acts or omissions
of a Depositary or its nominee with respect to a 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 such Depositary
and any members or participants in such Depositary or other participant in such Depositary or between or among any such Depositary,
any such member or participant in such Depositary or other 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.


  


Section 306.       Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company
and the Trustee (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 bona fide 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.


 


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


 



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Upon the issuance of any new Security under
this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


  


Every new Security of any series issued pursuant
to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series
duly issued hereunder.


 


The provisions of this Section 306
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 307.       Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 301 with respect to any Securities of a series, interest on any Security which is payable, and is punctually
paid or made available for payment, 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 made available for payment, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith 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 payable on any Securities of a series to the Person or Persons in whose
names such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, 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 of such Securities and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Company shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 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 Company shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of such Securities and the Trustee in
the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be
paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).


 



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(2)            The
Company may make payment of any Defaulted Interest on any Securities of a 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 (2), such manner
of payment shall be deemed practicable by the Trustee.


 


Except as may otherwise be provided in this
Section 307 or as contemplated in Section 301, (A) with respect to any Securities of a series, the
Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date
shall be the Holder of such Security on the day such interest is paid and (B) installments of interest whose Stated Maturity
is on the Redemption Date will be payable to the Holders of such Securities to whom the principal shall be payable.


 


Subject to the foregoing provisions of this
Section 307, 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.


 


In the case of any Security which is converted
after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity
is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or made available for
payment) 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 such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case
of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be
payable. Notwithstanding the foregoing, the terms of any Security that may be converted may provide that the provisions of this
paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security.


 


Section 308.       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 premium, if any, on), and (subject to Section 307)
interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 



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Notwithstanding the foregoing, with respect
to any Global Security, nothing herein 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 impair, as between a Depositary
and holders of beneficial interests in any Global Security, the operation of customary practices and adherence to the Applicable
Procedures governing the exercise of the rights of the Depositary as Holder of such Global Security.


 


Section 309.       Cancellation.


 


All
Securities surrendered for payment, redemption, registration of transfer or exchange or conversion 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 hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309,
except as expressly permitted by this Indenture. Upon the receipt of a Company Request stating that all cancelled Securities
shall be destroyed, all cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its
procedures for the disposition of cancelled securities, and a certificate of disposition shall be delivered to the Company
upon written request therefrom, unless, by a Company Order, the Company directs the return of such cancelled Securities to
it.


 


Section 310.       Computation
of Interest.


 


Except as otherwise specified as contemplated by Section 301 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 311.       CUSIP
Numbers.


 


The Company in issuing the Securities may
use CUSIP numbers (if then generally in use) and, if so, CUSIP numbers shall be used 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 redemption and that reliance may be placed only on the other
identification numbers printed on the Securities. Any such redemption shall not be affected by any defect in or omission of such
numbers.


 


Article Four


 


Satisfaction and Discharge


 


Section 401.       Satisfaction
and Discharge of Indenture.


 


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


 






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(1)          either


 


(A)          all
Securities theretofore 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 306 and (ii) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)          all
such Securities not theretofore 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,


 


and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, 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 hereunder by the Company; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee
to any Authenticating Agent under Section 614 and, if money or U.S. Government Obligations shall have been deposited
with the Trustee (or another trustee satisfying the conditions of Section 609) in accordance with Section 1402,
the obligations of the Company under the fourth paragraph of Section 1405, and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section 401, the obligations of the Trustee
under Section 402 and the fifth paragraph of Section 1003 shall survive such satisfaction and discharge.


 



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Section 402.       Application
of Trust Money. 


 


Subject to the provisions of the fifth paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 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 thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee. All money deposited
with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted into other property shall be returned to the Company upon Company Request.


 


Article Five


 


Remedies


 


Section 501.       Events
of Default.


 


Except as may otherwise be provided pursuant to Section 301 for all or any specific
Securities of any series, “Event of Default”, wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such Event of Default and 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)            the
entry by a court 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 appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, 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


 


(2)            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 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 of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action;
or


 


(3)            any
other Event of Default provided with respect to Securities of that series.


 


The Company shall deliver to a Responsible
Officer of the Trustee, as soon as possible and in any event within five days after any of the Chief Executive Officer, Chief Financial
Officer or General Counsel of the Company becomes aware of the occurrence of any Event of Default, a written notice setting forth
the details of such Event of Default and the action which the Company proposes to take with respect thereto signed in the name
of the Company by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company or a person authorized
by such person or by a Board Resolution.


 






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Section 502.       Acceleration
of Maturity; Rescission and Annulment. 


 


Except as may otherwise be provided pursuant to Section 301 for
all or any specific Securities of any series, if an Event of Default (other than an Event of Default specified in Section 501(1) and 501(2))
with respect to the Securities of any series at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal amount of all the Securities of that series (or, in the case of any Security of that series which specifies an
amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Except as
may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, if an Event
of Default specified in Section 501(1) or 501(2) with respect to the Securities of any series at
the time Outstanding occurs, the principal amount of all the Securities of that series (or, in the case of any Security of
that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as
may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable. For the avoidance of doubt, upon payment of such amount, all
obligations of the Company in respect of the payment of principal of (and premium, if any, on) and interest (if any) on the
Securities of such series shall terminate.


 


Except as may otherwise be provided pursuant
to Section 301 for all or any specific Securities of any series, at any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article Five, provided, the Holders of a majority in principal amount
of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences, and any Event of Default giving rise to such declaration shall not be deemed to have occurred, if


 


(1)         The
Company has paid or deposited with the Trustee a sum sufficient to pay


 


(A)          all
overdue interest on all Securities of that series,


 


(B)       the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities,


 


(C)       to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and


 



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(D)      all
sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel;


  


and


 


(2)         all
Events of Default with respect to Securities of that series have been cured
or waived as provided in Section 513 or otherwise remedied.


 


For the avoidance of doubt, the maturity of
the Securities may be accelerated only upon the occurrence of an Event of Default and in accordance with this Section 502,
and may not be accelerated for any other reason.


 


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


 


Section 503.       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 (and premium, if any, on) any Security at the Maturity thereof, or


 


(3)            default
is made in the making or satisfaction of any sinking fund payment 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, including
any sinking fund payment or analogous obligation, (and any premium, if any) and interest, if any and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest,
at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against
the Company or any other obligor upon such Securities and collect the moneys adjudged or 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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Except as may otherwise be provided pursuant
to Section 301 for all or any specific Securities of any series, “Default”, wherever used herein
with respect to Securities of any series, means any one of the following events (whatever the reason for such Default and whether
it shall be occasioned by the provisions of Article Fourteen or be voluntary or involuntary or 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):


  


(a)            an
Event of Default with respect to any Securities of that series specified in Section 501; or


 


(b)            the
events referred to in Subsections 503(1) through 503(3) above with respect to any Securities of that Series;
or


 


(c)            default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture or any Security of that series (other
than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 503 specifically
dealt with or which has expressly been included in this Indenture solely for the benefit of Securities other than Securities of
such series; it being understood that to the extent a covenant or warranty is applicable solely to Securities other than
Securities of such series, a default in the performance, or breach, of any such covenant or warranty shall not result in a Default
with respect to Securities of such 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” hereunder; or


 


(d)            any
other Default provided with respect to Securities of that series.


 


The Company shall deliver to the Trustee,
as soon as possible and in any event within five days after any of the Chief Executive Officer, Chief Financial Officer or General
Counsel of the Company becomes aware of the occurrence of any Default, a written notice setting forth the details of such Default
and the action which the Company proposes to take with respect thereto signed in the name of the Company by the Chief Executive
Officer, Chief Financial Officer or General Counsel of the Company or a person authorized by such person or by a Board Resolution.


 


If a 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 herein, or to enforce any other proper remedy.


 



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Section 504.       Trustee
May File Proofs of Claim. 


 


In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 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 (i) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities of all series and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 


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 thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 505.       Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


Section 506.       Application
of Money Collected.


 


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


 


FIRST:     To
the payment of all amounts due the Trustee under Section 607;


 






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SECOND:     Subject
to Article Thirteen, to the payment of the amounts then due and unpaid for principal of (and premium, if any, on) and
interest, if any, 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 premium, if
any) and interest, if any, respectively; and


  


Third:     To
the payment of the remainder, if any, to the Company or to any other Person who may be lawfully entitled to receive the same or
as a court of competent jurisdiction may direct.


 


Section 507.       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 the Securities, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


(1)            such
Holder has previously given written notice to the Trustee of a continuing 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 Default in its own name as Trustee hereunder;


 


(3)            such
Holder or Holders have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee 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 herein provided and for the equal
and ratable benefit of all of such Holders.


 


Section 508.       Unconditional
Right of Holders to Receive Principal, Premium and Interest and to Convert.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any, on) and (subject to Section 307) interest, if any, on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and, if the terms of such Security
so provide, to convert such Security in accordance with its terms, and to institute suit for the enforcement of any such payment,
and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.


 



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Section 509.       Restoration
of Rights and Remedies.


 


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


 


Section 510.       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 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 511.       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 Default shall impair any such right or remedy or constitute a waiver of any such Default or
an acquiescence therein. Every right and remedy given by this Article Five 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 512.       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, and


 


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


 


Section 513.      Waiver
of Past Defaults. 


 


The Holders of not less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to
such series and its consequences, except a default


 


(1)            in
the payment of the principal of (or premium, if any, on) or interest, if any, on any Security of such series, or


 



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(2)            in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


  


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


 


Section 514.       Undertaking
for Costs.


 


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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess reasonable costs, including reasonable attorneys’
fees, against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section 514 nor the Trust Indenture Act shall be deemed to authorize any court to require such
an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee or if applicable, in any
suit for the enforcement of the right to convert any Security in accordance with its terms.


 


Section 515.       Waiver
of Usury, Stay or Extension Laws.


 


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


 


Article Six


 


The Trustee


 


Section 601.       Certain
Duties and Responsibilities.


 


(a)            Except
during the continuance of a Default,


 


(1)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)            in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.


 



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(b)            In
case a Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man or woman would exercise or use under the circumstances
in the conduct of his or her own affairs.


 


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


 


(1)            this
Subsection 601(c) shall not be construed to limit the effect of Subsection (a) of this Section 601;


 


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


 


(3)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided
in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
series; and


 


(4)            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 hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably
assured to it.


 


(d)            Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 601.


 


Section 602.       Notice
of Defaults. 


 


Within 90 days after receipt by a Responsible Officer of the Trustee of written notice of the
occurrence of any Default hereunder with respect to Securities of any series, the Trustee shall deliver the Holders of
Securities of such series, as their names and addresses appear in the Security Register, notice of such Default hereunder,
unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default
in the payment of the principal of (or premium, if any, on) or interest on any Security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as Responsible Officers of the Trustee in good faith determine that the withholding of such notice is
in the interest of the Holders of Securities of such series.


 



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Section 603.       Certain
Rights of Trustee. Subject to the provisions of Section 601:


 


(a)            the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, 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 herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors shall 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 hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officers’ Certificate;


 


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


 


(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 reasonably
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;


 


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


 


(h)            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;


 


(i)            the
Trustee shall not be deemed to have knowledge of any default, Event of Default or Default unless a Responsible Officer of the Trustee
shall have (x) received written notice of such event, referencing the Securities and this Indenture, at the Corporate Trust
Office of the Trustee or (y) obtained actual knowledge of such event;


 



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(j)            the
rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder;


 


(k)            the
Trustee may, from time to time, request that the Company deliver a certificate (upon which the Trustee may conclusively rely) setting
forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture
together with a specimen signature of such authorized officers; provided, however, that from time to time, the Company
may, by delivering to the Trustee a revised certificate, change the information previously provided by it pursuant to this Section 603(k),
but the Trustee shall be entitled to conclusively rely on the then-current certificate until receipt of a superseding certificate;


 


(l)            the
right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty; and


 


(m)          the
Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of actions.


 


Section 604.       Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee
nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Company of Securities or the proceeds thereof.


 


Section 605.       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 608 and 613, 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.


 


Section 606.       Money
Held in Trust.


 


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


 



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Section 607.       Compensation
and Reimbursement.


 


The Company agrees


 


(1)            to
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (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 herein, 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, bad faith or willful misconduct;


 


(3)            to
indemnify each of the Trustee and any successor or predecessor Trustee hereunder and their agents for, and to hold it harmless
against, any and all loss, liability, damage, claim, judgment or expense (including reasonable attorneys’ fees and expenses
and including tax (other than tax imposed on the income of the Trustee), incurred without its own negligence or willful misconduct,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its
duties (including in any agent capacity in which it acts), as well as the 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 hereunder;


 


(4)            to
grant the Trustee a security interest in any funds or property of the Company held by the Trustee under this Indenture to secure
the Company’s performance of obligations under this Section 607 except for funds held in trust for payment of
principal or interest on any Securities; and


 


(5)            that
the provisions of this Section 607 shall survive the satisfaction and discharge of this Indenture, defeasance pursuant
to Article Fourteen of this Indenture and any resignation or removal of any Trustee.


 


Section 608.       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 conflicting 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, or a trustee under any other indenture or indentures under
which other securities, or certificates of interest or participation in other securities, of the Company are outstanding if
the requirements set forth in the Trust Indenture Act are met.


 



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Section 609.       Corporate
Trustee Required; Eligibility.


 


There shall at all times be one (and only
one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more
other series. Each Trustee shall be a corporation that is eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the United States. If any such corporation 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 609 and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance
with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article Six.


 


Section 610.       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 Six shall
become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of
Section 611.


 


(b)            The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)            The
Trustee may be removed at any time 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 608 after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or


 


(2)            the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor 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,


 






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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 514, 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 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 611. 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, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611,
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 611, 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.


 


(f)            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 to all Holders of Securities of such series
in the manner provided in Section 106. 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 611.       Acceptance
of Appointment by Successor.


 


(a)            In
case of the appointment hereunder of a successor Trustee 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, and
thereupon 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 hereunder, subject to such
retiring Trustee’s security interest under Section 607.


 



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(b)            In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto 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 all Securities,
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 hereunder by more than one Trustee; it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust
and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; 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 therein 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; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject to such retiring Trustee’s security interest under Section 607.


 


(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 611, 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 Six.


 


Section 612.       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 hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any
of the parties hereto. 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 and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 



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Section 613.       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 614.       Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents 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 thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of 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 thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 






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The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 614, and the Trustee shall be entitled
to be reimbursed for such payments, subject to the provisions of Section 607.


 


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


 


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


 


	 	
	 	As Trustee
	 	 
	 By  	
	 	As Authenticating Agent
	 	 
	 By  	
	 	Authorized Officer




 


Article Seven


 


Holders’ Lists and Reports by Trustee
and Company


 


Section 701.       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 January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Securities of each series as of the preceding January 1 and July 1, 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;


 


excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.


 






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Section 702.       Preservation
of Information; Communications to Holders.


  


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
by or on behalf of the Company to the Trustee as provided in Section 701, 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 701
upon receipt of a new list so furnished.


 


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.


 


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 703.       Reports
by Trustee.


 


The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to Section 313
of the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


Reports so required to
be transmitted at stated intervals of not more than 12 months shall be transmitted no later than the anniversary of the original
issuance of such series of Securities.


 


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 notify the Trustee when any Securities are listed on any
stock exchange.


 


Section 704.       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 thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided
that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act need not be filed with the Trustee until the 15th day after the same are actually 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 constitute a duty
to review or constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).


 



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Article Eight


 


Consolidation, Merger, Conveyance, Transfer
or Lease


 


Section 801.     Company
May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person other than any such
conveyance, transfer or lease to one or more of its Subsidiaries, and the Company shall not permit any Person to consolidate
with or merge into the Company, 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,
partnership or trust, shall be organized and existing under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any,
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 and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such
Security in accordance with its terms;


 


(2)            immediately
after giving effect to such transaction, no Default, and no event which, after notice or lapse of time or both, would become a
Default, shall have happened and be continuing; and


 


(3)            the
Company has delivered to the Trustee an Officers’ 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 Eight and that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


Section 802.     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 801,
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 herein, 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.


 






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Article Nine


 


Supplemental Indentures


 


Section 901.     Supplemental
Indentures Without Consent of Holders. Except as may otherwise be provided pursuant to Section 301 for
all or any specific Securities of any series, 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 indentures supplemental hereto, 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
herein and in the Securities; or


 


(2)            to
add to the covenants of the Company for the benefit of the Holders of all or any Securities of any series (and if such covenants
are to be for the benefit of less than all Securities of any series, stating that such covenants are expressly being included solely
for the benefit of such Securities within such series); or


 


(3)            to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to secure the Securities of any series, or
to provide for guarantees of the Securities of any series; or


 


(4)            to
surrender any right or power herein conferred upon the Company with regard to all or any Securities of any series (and if any such
surrender is to be made with regard to less than all Securities of any series, stating that such surrender is expressly being made
solely with regard to such Securities within such series); or


 


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


 


(6)            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 in bearer form, 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


 


(7)            to
add to, change or eliminate any of the provisions of this Indenture (including, without limitation, the covenants and Defaults
set forth herein) in respect of all or any Securities of any series (and if such addition, change or elimination is to apply with
respect to less than all Securities of any series, stating that it is expressly being made to apply solely with respect to such
Securities within such series); provided that any such addition, change or elimination (A) shall neither (i) apply
to any Security issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective
only when there is no such Security Outstanding; or


 






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(8)            to
establish the form or terms of all or any Securities of any series as permitted by Sections 201 and 301; or


 


(9)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b);
or


 


(10)            to
comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust
Indenture Act; or


 


(11)            to
add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into
securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance,
payment or conversion of such Securities; or


 


(12)            to
comply with the rules of any applicable Depositary; or


 


(13)            to
supplement any of the provisions in this Indenture to such extent as shall be necessary to permit or facilitate the Defeasance
and discharge or Covenant Defeasance of any Securities pursuant to Article Fourteen; provided, in each case,
that any such action shall not adversely affect the interests of the Holders of Securities or any other Securities in any material
respect; or


 


(14)            to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that
such action pursuant to this Clause (14) shall not adversely affect the interests of the Holders of any Securities in any material
respect.


 


Section 902.     Supplemental
Indentures With Consent of Holders. Except as may otherwise be provided pursuant to Section 301 for
all or any specific Securities of any series, with the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto 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 such affected Securities under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder
of each Outstanding Security affected thereby,


 






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(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of, interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon acceleration, by declaration
or otherwise, of the Maturity thereof pursuant to Section 502, or adversely affect any right of repayment at the option
of the Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders, or


 


(2)            if
any Security provides that the Holder may require the Company to convert such Security, impair such Holder’s right to require
conversion of such Security on the terms provided therein, or


 


(3)            reduce
the percentage in principal amount of any Outstanding Securities, 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 certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(4)            modify
any of the provisions of this Section 902, Section 513 or Section 1005, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby, provided, however, that this Clause shall not be deemed
to require the consent of any Holder with respect to changes in the references to the “Trustee”, and concomitant changes
in this Section 902 and Section 1005, or the deletion of this proviso, in accordance with the requirements
of Sections 611(b) and 901(9).


 


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 Securities
or series, or which modifies the rights of the Holders of such Securities or 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 any other Securities or of any other
series, as applicable.


 


It shall not be necessary for any Act of Holders
under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 






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Section 903.     Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel 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 904.     Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby.


 


Section 905.     Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act.


 


Section 906.     Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article Nine 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.


 


Section 907.     Subordination
Unimpaired. This Indenture may not be amended at any time to alter the subordination, as provided herein, of any
of the Securities then Outstanding without the written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.


 


Article Ten


 


Covenants


 


Section 1001.     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 premium, if any, on) and interest, if any, on the Securities of
that series in accordance with the terms of the Securities and this Indenture.


 


The Company shall have the right to require
a Holder, in connection with the payment of the principal of (and premium, if any, on) or interest, if any, on a Security, to provide
the Company with a copy of an appropriate, executed IRS Form W-8 or W-9 (as applicable) or any applicable amended or successor
version of such forms. Notwithstanding anything to the contrary contained in this Indenture, except as may otherwise be provided
pursuant to Section 301 for all or any specific Securities of any series, the Company or the Trustee may, to the extent
it is required to do so by applicable law, deduct or withhold taxes imposed by the United States of America or other domestic or
foreign taxing authorities from the principal of (and premium, if any) and interest payments hereunder or under any Security.


 






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Section 1002.     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, exchange or conversion, 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 the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided
that nothing herein shall require the Trustee to accept service of process on behalf of the Company.


 


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.


 


With respect to any Global Security, and except
as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of
the Trustee or any Paying Agent shall be the Place of Payment where such Global Security may be presented or surrendered for payment
or conversion or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor,
provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable
Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global
Security in accordance with the provisions of this Indenture.


 


Section 1003.     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 premium, if any, on) or
interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its
failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, prior to each due date of the principal of (or premium, if any, on) or interest,
if any, on any Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant to
Section 1404(1), cause such trustee to 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 of its failure so to act.


 






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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 1003, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) 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, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series.


 


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. If the Company
fails to make any payment contemplated by this paragraph, the Company shall promptly notify the Trustee of such failure so to act.


 


Subject to applicable law, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if
any, on) or interest, if any, on any Security of any series and remaining unclaimed for two years after such principal (or premium,
if any) or interest, if any, has become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; 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 therein,
which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company.


 


Section 1004.     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 hereof, an Officers’ Certificate, stating that a review of the
activities of the Company during such year and of the Company's performance under this Indenture has been made under the
supervision of the signers thereof, stating whether or not to the best knowledge of the signers thereof 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 hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.


 






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Section 1005.     Waiver
of Certain Covenants. Except as otherwise provided pursuant to Section 301 for all or any Securities
of any series, the Company may, with respect to all or any Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(xviii), 901(2) or 901(7) for
the benefit of the Holders of such series or in Article Eight if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect. For the avoidance of doubt, this Section 1005 shall
not apply to any covenant of the Company to pay the principal of (and premium, if any, on) and interest, if any, on the
Securities.


 


Article Eleven


 


Redemption of Securities


 


Section 1101.     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 301 for such
Securities) in accordance with this Article Eleven.


 


Section 1102.     Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be established in or
pursuant to a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60 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 Officers’
Certificate evidencing compliance with such restriction.


 


Section 1103.     Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only 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 subject to redemption and not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided, that to the extent the Securities of such
series to be redeemed are in the form of a Global Security, the Securities of such series to be redeemed shall be selected in
accordance with the Applicable Procedures, and provided, further, that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, or in accordance with the Applicable Procedures, as the case may
be, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence.


 






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If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.


 


Unless the Securities to be redeemed are in
the form of a Global Security, the Trustee shall promptly notify the Company in writing of the Securities selected for redemption
as set forth above and, in case of any Securities selected for partial redemption as set forth above, the principal amount thereof
to be redeemed.


 


The provisions of the first and third preceding
paragraphs shall not apply with respect to any redemption affecting only 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) for 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.


 


Section 1104.     Notice
of Redemption. Notice of redemption shall be given in the manner provided in Section 106 not less than
10 days nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for
the relevant Securities), to each Holder of Securities to be redeemed, at his or her address appearing in the Security
Register or, if the Securities to be redeemed are in the form of Global Securities, in accordance with the Applicable
Procedures.


 


All notices of redemption shall identify the
Securities to be redeemed (including, subject to Section 311, CUSIP numbers, if any) and shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 






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(3)            if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all, the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed,


 


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


 


(5)            for
any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security
to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion,


 


(6)            the
place or places where each such Security is are to be surrendered for payment of the Redemption Price, and


 


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


 


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, delivered at least five (5) Business
Days prior to the date such notice is to be given (unless a shorter period of time shall be acceptable to the Trustee), by the
Trustee in the name and at the expense of the Company.


 


Section 1105.     Deposit
of Redemption Price. Prior to any Redemption Date, 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 1003)
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, other than any Securities called for
redemption on that date which have been converted prior to the date of such deposit.


 


If any Security called for redemption is converted,
any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security
shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last
two paragraphs of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.


 


Section 1106.     Securities
Payable on Redemption Date. Notice of redemption having been given as set forth above, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, 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 said 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 301, installments of interest whose Stated Maturity
is prior to the Redemption Date will 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, and installments of interest whose Stated Maturity
is on the Redemption Date will be payable to the Holders of such Securities to whom the principal shall be payable, in each
case, according to their terms and the provisions of Section 307.


 






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


 


Section 1107.     Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her 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. If a Global Security is so surrendered, such new Security so issued shall be a new Global
Security.


 


Article Twelve


 


Sinking Funds


 


Section 1201.     Applicability
of Article. The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such
Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of such Securities
as provided for by the terms of such Securities.


 


Section 1202.     Satisfaction
of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been
converted in accordance with their terms or which have been redeemed 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, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of
such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of
such Securities; provided, that the Securities to be so credited have not been previously so credited. The Securities
to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed (or at such other prices as may be specified for such Securities as contemplated in Section 301),
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 1203.     Redemption
of Securities for Sinking Fund. Not less than 60 days (or such shorter period as shall be satisfactory to the
Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less than 60 days prior to 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 1103 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


Article Thirteen


 


SUBORDINATION OF SECURITIES


 


Section 1301.Securities
Subordinate to Senior Indebtedness. The subordination provisions in this Article Thirteen shall apply to
Securities of any series to the extent established or determined with respect to the Securities of such series pursuant to Section 301.


 


The Company covenants and agrees, and each
Holder of a Security, by his or her acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter
set forth in this Article Thirteen, the indebtedness represented by the Securities and the payment of the principal
of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Indebtedness.


 


Notwithstanding the foregoing, if a deposit
referred to in Section 1404(1) is made pursuant to Section 1402 or 1403 with respect to any
Securities (and provided all other conditions set out in Section 1402 or 1403, as applicable, shall have
been satisfied with respect to such Securities), then, following the 90th day after such deposit, no money or U.S. Government Obligations
so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior Indebtedness, including any such rights
arising under this Article Thirteen.


 






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Section 1302.Payment
Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company
or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness
(including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the
Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any, on) or interest,
if any, on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to
the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including
any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities
in any such case, proceeding, dissolution, liquidation or other winding up event.


 


In the event that, notwithstanding the foregoing
provisions of this Section 1302, the Trustee or the Holder of any Security shall have received any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the
payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall,
at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder,
then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after
giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any taxes that have been
withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld
or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered
to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section.


 


For purposes of this Article Thirteen
only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized
or readjusted, or securities of the Company or any other corporation or other entity, provided for by a plan of reorganization
or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially
the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Thirteen.
The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of
its properties and assets substantially as an entirety, to another Person upon the terms and conditions set forth in Article Eight,
or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the
Company for the purposes of this Section 1302 if the Person formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety,
as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions set
forth in Article Eight.


 






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Section 1303.Prior
Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that any Securities are declared due and
payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made
for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including any payment
which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of
the Securities) by the Company on account of the principal of (or premium, if any, on) or interest, if any, on the Securities
or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section 1303
shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and
crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to
acceleration, by declaration or otherwise.


 


In the event that, notwithstanding the foregoing,
the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.


 


Section 1304.No
Payment When Senior Indebtedness in Default. Subject to the last paragraph of this Section 1304,
(a) (i) in the event and during the continuation of any default in the payment of principal of (or premium, if any)
or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) in the event
that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting the
holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due
and payable prior to the date on which it would otherwise have become due and payable, whether or not such Senior
Indebtedness has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in
payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration of
acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be,
shall be deemed not to have occurred for the purposes of this Section 1304), or (b) in the event that any
judicial proceeding shall be pending with respect to any such default in payment or event of default that shall be deemed to
have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the
payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the
Company on account of principal of (or premium, if any, on) or interest, if any on the Securities or on account of the
purchase or other acquisition of Securities; provided, however, that nothing in this Section 1304 shall
prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and
crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to
such default in payment.


 






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In the event that, notwithstanding the foregoing,
the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the provisions of this Section, and
if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder,
then and in such event such payment shall be paid over and delivered forthwith to the Company.


 


No default in payment or event of default
with respect to any Senior Indebtedness shall be deemed to be a default in payment or event of default of the kind specified in
Clause (a)(i) or (a)(ii) of the first paragraph of this Section 1304, and no judicial proceeding with respect
to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause
(b) of the first paragraph of this Section 1304, if (x) the Company shall be disputing the occurrence or
continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment
or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is
continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court
having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and
is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired);
provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be
deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review
and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall
not apply to any default in payment or event of default with respect to any Senior Indebtedness as to which the Company has waived
the application of this paragraph in the instrument evidencing such Senior Indebtedness or by which such Senior Indebtedness is
created, incurred, assumed or guaranteed by the Company.


 


Section 1305.Payment
Permitted in Certain Situations. Nothing contained in this Article Thirteen or elsewhere in this Indenture or
in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1302 or under the conditions described in Section 1303 or 1304,
from making payments at any time of or on account of the principal of (and premium, if any, on) or interest, if any, on the
Securities, or on account of the purchase or other acquisition of Securities, or (b) the application by the Trustee of
any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any, on) or
interest, if any, on the Securities or the retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article Thirteen.


 






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Section 1306.Subrogation
to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness or the provision
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the
Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article Thirteen (equally and ratably with the holders of
all indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially
the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation)
to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and premium, if any, on) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled
except for the provisions of this Article Thirteen, and no payments over pursuant to the provisions of this Article Thirteen
to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.


 


Section 1307.Provisions
Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness
on the other hand. Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Securities
is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations
of the Company), to pay to the Holders of the Securities the principal of (and premium, if any, on) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness;
or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness
to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section 1308.Trustee
to Effectuate Subordination and Payment Provisions. Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination
and payment provisions provided in this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.


 






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Section 1309.No
Waiver of Subordination Provisions. No right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the
Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.


 


Without in any way limiting the generality
of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article Thirteen or the obligations hereunder of the Holders
of the Securities to the holders of Senior Indebtedness do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in
any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


 


Section 1310.Notice
to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment or distribution to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article Thirteen or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the
Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects
to assume that no such facts exist.


 


Subject to the provisions of Section 601,
the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder
of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness
(or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Thirteen,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article Thirteen, and if such evidence is not furnished,
the Trustee may defer any payment or distribution to such Person pending judicial determination as to the right of such Person
to receive such payment.


 






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Section 1311.Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred
to in this Article Thirteen, the Trustee, subject to the provisions of Section 601, and the Holders
of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article.


 


Section 1312.Trustee
Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders or creditors if it shall in good faith pay over or
distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article Thirteen or otherwise. With respect to
the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.


 


Section 1313.Rights
of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article Thirteen with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 607.


 


Section 1314.Article Applicable
to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article Thirteen shall in such case
(unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1313 shall not apply to the Company or any Affiliate of
the Company (including the Bank) if it or such Affiliate acts as Paying Agent.


 






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Article Fourteen


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1401.Company’s
Option to Effect Defeasance or Covenant Defeasance. The Company may elect, at its option at any time, to have Section 1402 or 1403
applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as
being defeasible pursuant to such Section 1402 or 1403, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article Fourteen.
Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for
such Securities.


 


Section 1402.     Defeasance
and Discharge. Upon the Company’s exercise of its option (if any) to have this Section 1402
applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations, and the provisions of Article Thirteen shall cease to be effective, with respect
to such Securities as provided in this Section 1402 on and after the date the conditions set forth in Section 1404
are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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 and direction of the Company, shall execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when payments are
due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including, without
limitation, the Company’s obligations to the Trustee under Section 607(3)) and (4) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its option (if any) to have this Section 1402 applied
to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1403 applied to such
Securities. For the avoidance of doubt, following a Defeasance of any series of Securities, payment of the Securities of such
series may not be accelerated because of an Event of Default.


 


Section 1403.     Covenant
Defeasance. Upon the Company’s exercise of its option (if any) to have this Section 1403 applied
to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its
obligations under any covenants provided pursuant to Sections 301(xviii), 901(2) or 901(7) for
the benefit of the Holders of such Securities, (2) the occurrence of any event specified in Sections 503(c) (with
respect to any such covenants provided pursuant to Sections 301(xviii), 901(2) or 901(7)) and,
if applicable, pursuant to 501(3) shall be deemed not to be or result in a Default and (3) the provisions of Article Thirteen shall
cease to be effective, in each case with respect to such Securities as provided in this Section 1403 on and after
the date the conditions set forth in Section 1404 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, 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
specified Section (to the extent so specified in the case of Section 503(c)) or Article Thirteen,
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected thereby. For the avoidance of doubt, following a
Covenant Defeasance with respect to any Securities or series of Securities, the Trustee may not exercise any right of the
Trustee or the Holders under Section 503 with respect to such Securities or series of Securities because of a
Default specified in Clause (2) of this Section 1403.


 






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Section 1404.     Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions precedent or, as specifically noted
below, subsequent to application of either Section 1402 or 1403 to the Securities or any series of
Securities, as the case may be:


 


(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 609 and agrees to comply with the provisions of this Article Fourteen applicable
to it) 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 respect thereof in accordance with their terms will provide, not
later than one day prior to the due date of any payment, money in an amount, (C) such other obligations or arrangements as
may be specified as contemplated by Section 301 with respect to such Securities or (D) a combination thereof,
in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Securities
on the respective Stated Maturities, to maturity or redemption, as the case may be, and (ii) any mandatory sinking fund payments
or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such a deposit the
Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance
with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any
security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit
of the United States of America is pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and
held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 






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(2)            No
event which is, or after notice or lapse of time or both would become, a Default with respect to such Securities or any other Securities
shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(1) and
(2), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).


 


(3)            Such
Defeasance or Covenant Defeasance shall not (A) cause the Trustee to have a conflicting interest within the meaning of the
Trust Indenture Act (assuming all Securities are in default within the meaning of the Trust Indenture Act) or (B) result in
the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless
such trust shall be registered under the Investment Company Act or exempt from registration thereunder.


 


(4)            Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, 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 Exchange Act to be delisted.


 


(6)            In
the event of an election to have Section 1402 apply to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been
a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge
were not to occur.


 


(7)            In
the event of an election to have Section 1403 apply to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit and Covenant Defeasance were not to occur.


 






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(8)            Such
defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may
be imposed on the Company in connection therewith pursuant to Section 301.


 


(9)            At
the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Indebtedness
shall have occurred and be continuing, (B) no event of default with respect to any Senior Indebtedness shall have resulted
in such Senior Indebtedness becoming, and continuing to be, due and payable prior to the date on which it would otherwise have
become due and payable (unless payment of such Senior Indebtedness has been made or duly provided for), and (C) no other event
of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting (after notice or lapse of time
or both) the holders of such Senior Indebtedness (or a trustee on behalf of such holders) to declare such Senior Indebtedness due
and payable prior to the date on which it would otherwise have become due and payable.


 


(10)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section 1405.Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of
the fifth paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1405, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1404 in
respect of any Securities 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 such Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other
funds except to the extent required by law. Subject to the satisfaction of the applicable conditions in Section 1404,
money and U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to the
provisions of Article Thirteen.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.


 


Anything in this Article Fourteen
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 1404 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


 






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Anything herein to the contrary notwithstanding,
if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied
by the Trustee in accordance with this Section 1405 because of a court order or (ii) are for any reason insufficient
in amount, then the Company’s obligations to pay principal of (and premium, if any) and interest (if any) on the Securities
of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified
in Clause (i), the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall
be reinstated to the extent the Company’s payment obligations are reinstated.


 





 



 


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.


 






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


 


	 	BYLINE BANCORP, INC.
	 	 
	 	By	 /s/ Alberto J. Paracchini
	 	 	Title: President and Chief Executive Officer
	 	 	Name: Alberto J. Paracchini






 


	Attest:	 
	 	 
	/s/ Lindsay Y. Corby	 
	 	 
	Title: Executive Vice President and Chief Financial Officer	 
	Name: Lindsay Y. Corby	 




 


	 	U.S. BANK NATIONAL ASSOCIATION, As Trustee
	 	 
	 	By	/s/ Linda Garcia
	 	 	Title: Linda Garcia
	 	 	Name: Vice President






 


Signature
Page to Subordinated Debt Indenture