Exhibit 4.5


 







 


PACWEST BANCORP


 


To


 


[•]


 


Trustee


 


INDENTURE


 


Dated as of


 


[•],


 


SUBORDINATED DEBT SECURITIES


 


 















     


     


    





 








Certain Sections of this Indenture relating
to Sections 3.10 through 3.18,

inclusive, of the Trust Indenture Act of 1939:


 


	Trust Indenture Act Section	 	Indenture Section
	Section 3.10	(a)(1)	6.09
	 	(a)(2)	6.09
	 	(a)(3)	Not Applicable
	 	(a)(4)	Not Applicable
	 	(b)	6.08 
	 	 	6.10
	Section 3.11	(a)	6.13
	 	(b)	6.13
	 Section 3.12	(a)	7.01 
	 	 	7.02
	 	(b)	7.02
	 	(c)	7.02 
	Section 3.13	(a)	7.03
	 	(b)	7.03
	 	(c)	7.03
	 	(d)	7.03 
	Section 3.14	(a)	7.04
	 	(a)(4)	1.01 
	 	 	10.04
	 	(b)	Not Applicable
	 	(c)(1)	1.02
	 	(c)(2)	1.02
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	1.02 
	Section 3.15	(a)	6.01
	 	(b)	6.02
	 	(c)	6.01
	 	(d)	6.01
	 	(e)	5.14
	Section 3.16	(a)	1.01
	 	(a)(1)(A)	5.02 
	 	 	5.12
	 	(a)(1)(B)	5.13
	 	(a)(2)	Not Applicable
	 	(b)	5.08
	 	(c)	1.04
	Section 3.17	(a)(1)	5.03
	 	(a)(2)	5.04
	 	(b)	10.03
	Section 3.18	(a)	1.07


 


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


 









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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	1
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	Section 1.02	Compliance Certificates and Opinions	6
	 	 	 
	Section 1.03	Form of Documents Delivered to Trustee	6
	 	 	 
	Section 1.04	Acts of Holders; Record Dates	6
	 	 	 
	Section 1.05	Notices, Etc., to Trustee and the Company	8
	 	 	 
	Section 1.06	Notice to Holders; Waiver	8
	 	 	 
	Section 1.07	Conflict with Trust Indenture Act	8
	 	 	 
	Section 1.08	Effect of Headings and Table of Contents	9
	 	 	 
	Section 1.09	Successors and Assigns	9
	 	 	 
	Section 1.10	Separability Clause	9
	 	 	 
	Section 1.11	Benefits of Indenture	9
	 	 	 
	Section 1.12	Governing Law	9
	 	 	 
	Section 1.13	Legal Holidays	9
	 	 	 
	ARTICLE Two SECURITY FORMS 	9
	 	 	 
	Section 2.01	Forms Generally	9
	 	 	 
	Section 2.02	Form of Face of Security	10
	 	 	 
	Section 2.03	Form of Reverse of Security	12
	 	 	 
	Section 2.04	Form of Legend for Global Securities	14
	 	 	 
	Section 2.05	Form of Trustee’s Certificate of Authentication	14
	 	 	 
	ARTICLE Three THE SECURITIES 	15
	 	 	 
	Section 3.01	Amount Unlimited; Issuable in Series	15
	 	 	 
	Section 3.02	Denominations	17
	 	 	 
	Section 3.03	Execution, Authentication, Delivery and Dating	17
	 	 	 
	Section 3.04	Temporary Securities	18
	 	 	 
	Section 3.05	Registration, Registration of Transfer and Exchange	18
	 	 	 
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	20
	 	 	 
	Section 3.07	Payment of Interest; Interest Rights Preserved	20
	 	 	 
	Section 3.08	Persons Deemed Owners	21
	 	 	 
	Section 3.09	Cancellation	21
	 	 	 
	Section 3.10	Computation of Interest	21
	 	 	 
	Section 3.11	CUSIP Numbers	21
	 	 	 
	ARTICLE Four SATISFACTION AND DISCHARGE 	22
	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	22
	 	 	 



	Section 4.02	Application of Trust Money	22
	 	 	 










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	ARTICLE Five REMEDIES 	23
	 	 	 
	Section 5.01	Events of Default	23
	 	 	 
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	23
	 	 	 
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	24
	 	 	 
	Section 5.04	Trustee May File Proofs of Claim	25
	 	 	 
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	25
	 	 	 
	Section 5.06	Application of Money Collected	25
	 	 	 
	Section 5.07	Limitation on Suits	25
	 	 	 
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	26
	 	 	 
	Section 5.09	Restoration of Rights and Remedies	26
	 	 	 
	Section 5.10	Rights and Remedies Cumulative	26
	 	 	 
	Section 5.11	Delay or Omission Not Waiver	26
	 	 	 
	Section 5.12	Control by Holders	27
	 	 	 
	Section 5.13	Waiver of Past Defaults	27
	 	 	 
	Section 5.14	Undertaking for Costs	27
	 	 	 
	Section 5.15	Waiver of Usury, Stay or Extension Laws	27
	 	 	 
	ARTICLE Six THE TRUSTEE 	27
	 	 	 
	Section 6.01	Certain Duties and Responsibilities	27
	 	 	 
	Section 6.02	Notice of Defaults	28
	 	 	 
	Section 6.03	Certain Rights of Trustee	28
	 	 	 
	Section 6.04	Not Responsible for Recitals or Issuance of Securities	29
	 	 	 
	Section 6.05	May Hold Securities	29
	 	 	 
	Section 6.06	Money Held in Trust	29
	 	 	 
	Section 6.07	Compensation and Reimbursement	29
	 	 	 
	Section 6.08	Disqualification; Conflicting Interests	30
	 	 	 
	Section 6.09	Corporate Trustee Required; Eligibility	30
	 	 	 
	Section 6.10	Resignation and Removal; Appointment of Successor	30
	 	 	 
	Section 6.11	Acceptance of Appointment by Successor	31
	 	 	 
	Section 6.12	Merger; Conversion, Consolidation or Succession to Business	32
	 	 	 
	Section 6.13	Preferential Collection of Claims Against the Company	32
	 	 	 
	Section 6.14	Appointment of Authenticating Agent	32
	 	 	 
	ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY 	33
	 	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	33
	 	 	 
	Section 7.02	Preservation of Information; Communications to Holders	33
	 	 	 
	Section 7.03	Reports by Trustee	34
	 	 	 
	Section 7.04	Reports by the Company	34



 












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	ARTICLE Eight CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 	34
	 	 	 
	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	34
	 	 	 
	Section 8.02	Successor Substituted	35
	 	 	 
	ARTICLE Nine SUPPLEMENTAL INDENTURES 	35
	 	 	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	35
	 	 	 
	Section 9.02	Supplemental Indentures With Consent of Holders	36
	 	 	 
	Section 9.03	Execution of Supplemental Indentures	37
	 	 	 
	Section 9.04	Effect of Supplemental Indentures	37
	 	 	 
	Section 9.05	Conformity with Trust Indenture Act	37
	 	 	 
	Section 9.06	Reference in Securities to Supplemental Indentures	37
	 	 	 
	Section 9.07	Subordination Unimpaired	38
	 	 	 
	ARTICLE Ten COVENANTS 	38
	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	38
	 	 	 
	Section 10.02	Maintenance of Office or Agency	38
	 	 	 
	Section 10.03	Money for Securities Payments to Be Held in Trust	38
	 	 	 
	Section 10.04	Statement by Officers as to Default	39
	 	 	 
	Section 10.05	Existence	39
	 	 	 
	Section 10.06	Payment of Taxes and Other Claims	39
	 	 	 
	Section 10.07	Waiver of Certain Covenants	40
	 	 	 
	Section 10.08	Calculation of Original Issue Discount	40
	 	 	 
	ARTICLE Eleven REDEMPTION OF SECURITIES 	40
	 	 	 
	Section 11.01	Applicability of Article	40
	 	 	 
	Section 11.02	Election to Redeem; Notice to Trustee	40
	 	 	 
	Section 11.03	Selection by Trustee of Securities to Be Redeemed	40
	 	 	 
	Section 11.04	Notice of Redemption	41
	 	 	 
	Section 11.05	Deposit of Redemption Price	41
	 	 	 
	Section 11.06	Securities Payable on Redemption Date	42
	 	 	 
	Section 11.07	Securities Redeemed in Part	42
	 	 	 
	ARTICLE Twelve SINKING FUNDS 	42
	 	 	 
	Section 12.01	Applicability of Article	42
	 	 	 
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	42
	 	 	 
	Section 12.03	Redemption of Securities for Sinking Fund	43
	 	 	 
	ARTICLE Thirteen DEFEASANCE AND COVENANT DEFEASANCE 	43
	 	 	 
	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	43
	 	 	 
	Section 13.02	Defeasance and Discharge	43
	 	 	 
	Section 13.03	Covenant Defeasance	43
	 	 	 
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	44



 












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	Section 13.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	45
	 	 	 
	Section 13.06	Reinstatement	46
	 	 	 
	ARTICLE Fourteen SUBORDINATION OF SECURITIES 	46
	 	 	 
	Section 14.01	Securities Subordinate to Senior Debt	46
	 	 	 
	Section 14.02	Payment Over of Proceeds Upon Dissolution, Etc.	46
	 	 	 
	Section 14.03	Prior Payment to Senior Debt upon Acceleration of Securities	47
	 	 	 
	Section 14.04	No Payment When Senior Debt in Default	47
	 	 	 
	Section 14.05	Payment Permitted in Certain Situations	48
	 	 	 
	Section 14.06	Subrogation to Rights of Holders of Senior Debt	48
	 	 	 
	Section 14.07	Provisions Solely to Define Relative Rights	48
	 	 	 
	Section 14.08	Trustee to Effectuate Subordination	48
	 	 	 
	Section 14.09	No Waiver of Subordination Provisions	49
	 	 	 
	Section 14.10	Notice to Trustee	49
	 	 	 
	Section 14.11	Reliance on Judicial Order or Certificate of Liquidating Agent	49
	 	 	 
	Section 14.12	Trustee Not Fiduciary for Holders of Senior Debt	49
	 	 	 
	Section 14.13	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	50
	 	 	 
	Section 14.14	Article Applicable to Paying Agents	50



 












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Parties


 


INDENTURE, dated as of [•], between
PacWest Bancorp, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 9701 Wilshire Blvd., Suite 700, Beverly Hills, California 90212, and [•], a [•],
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 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 1.01     Definitions


 


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


 


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


 


(2)            all
other terms used 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
in the United States of America at the date of such computation;


 


(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; and


 


(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.


 


“Act”, when used with respect
to any Holder, has the meaning specified in Section 1.04.


 


“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 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 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.


 


“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 Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


“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.


 


“Common Stock” means the common
stock, par value $0.01 per share, of the Company.


 


“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 Chairman of the Board, the Vice Chairman
of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, the Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee.


 


“Corporate Trust Office” means
the principal office of the Trustee in [•] at which at any particular time its corporate trust business shall be administered,
which office at the date hereof is located at [•].


 


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


 


“Covenant Defeasance” has the
meaning specified in Section 13.03.


 


“Defaulted Interest” has the
meaning specified in Section 3.07.


 


“Defeasance” has the meaning
specified in Section 13.02.


 


“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, any Person that is designated
to act as Depositary for such Securities as contemplated by Section 3.01.


 


“Event of Default” has the meaning
specified in Section 5.01.


 



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“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 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or such legend
as may be specified as contemplated by Section 3.01 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 3.01.


 


“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 declaration of acceleration, call for redemption or otherwise.


 


“Officer” means the Chairman
of the Board, a Vice Chairman of the Board, the President or any Vice President, the Treasurer or the Secretary, of the Company.


 


“Officers’ Certificate”
means a certificate signed by any two Officers or by any Officer and an Assistant Treasurer or an Assistant Secretary of the Company
or any Person designated by an Officer in writing as authorized to execute and deliver such certificate, and delivered to the Trustee.
One of the Officers signing an Officers’ Certificate given pursuant to Section 10.04 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 the Company.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


(2)            Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; 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;


 



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(3)            Securities
as to which Defeasance has been effected pursuant to Section 13.02; and


 


(4)            Securities
which have been paid pursuant to Section 3.06 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;


 


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 5.02, (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 3.01, (C) the principal amount
of a Security denominated in one or more foreign 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 3.01, 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.


 


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


 


“Person” means any individual,
corporation, limited liability company, 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, means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by Section 3.01.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 3.01.


 



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“Responsible Officer”, when
used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer
or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


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


 


“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 3.05.


 


“Senior Debt” 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 Debt shall not include the Securities and 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 Trustee pursuant to Section 3.07.


 


“Stated Maturity”, when used
with respect to any Security or any instalment 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 instalment 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. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors or trustees, whether at all times or only so long as
no senior class of stock has such voting power by reason of any contingency.


 


“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 13.04.


 



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“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”.


 


Section 1.02     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 (except for certificates provided for in Section 10.04)
shall include,


 


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


 


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


 


(3)            a
statement that, in the opinion of each such individual, he 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


 


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


 


Section 1.03     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.


 


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


 


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


 


Section 1.04     Acts
of Holders; Record Dates


 


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 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 6.01) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.


 



    -6-


     


    

 


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


 


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


 


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.


 


The Company may, in the circumstances permitted
by the Trust Indenture Act, 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 paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to
this paragraph, 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 paragraph 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
paragraph (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 paragraph 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 paragraph, 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 1.06.


 


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 declaration of acceleration referred to in Section 5.02, (ii) any request to institute proceedings referred
to in Section 5.07(2) or (iii) any direction referred to in Section 5.12, in each case with respect to Securities
of such series. If any record date is set pursuant to this paragraph, 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 paragraph 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 paragraph (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 paragraph 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 paragraph, 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 1.06.


 



    -7-


     


    

 


With respect to any record date set pursuant
to this Section, 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 1.06, 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, 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 paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date.





 


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 1.05     Notices,
Etc., to Trustee and the Company


 


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


 


(1)            the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at [•], or


 


(2)            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, Attention: [•], or at any other address previously furnished in writing to the
Trustee by the Company.


 


Section 1.06     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
mailed, first-class postage prepaid, 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, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


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


 


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 1.07     Conflict
with Trust Indenture Act


 


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


 



    -8-


     


    

 


Section 1.08     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 1.09     Successors
and Assigns


 


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


 


Section 1.10     Separability
Clause


 


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


 


Section 1.11     Benefits
of Indenture


 


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


 


Section 1.12     Governing
Law


 


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


 


Section 1.13     Legal
Holidays


 


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


 


ARTICLE Two


 


SECURITY
FORMS


 


Section 2.01     Forms
Generally


 


The Securities of each series shall be in
substantially the form set forth in this Article, 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 thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Securities.


 



    -9-


     


    

 


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


 


Section 2.02     Form of
Face of Security


 


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


 



    -10-


     


    

 


PacWest Bancorp





	No.	 	$
	 	 	CUSIP No.




 


PACWEST BANCORP, a corporation duly organized
and existing under the laws 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 this 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—provided
that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of [[•]%]
per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable on demand]. 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 so payable, but not punctually paid or duly provided for, on any Interest Payment
Date 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 Trustee, notice whereof shall be given to Holders of Securities of this
series 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 and any overdue premium
shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment.]


 


Payment of the principal of (and premium,
if any) 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, against surrender of this Security in the case of any
payment due at the Maturity of the principal hereof (other than any payment of interest that fast becomes payable on a day other
than an Interest Payment Date); provided, however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


In Witness Whereof, the Company has caused
this instrument to be duly executed under its corporate seal.


 


	 	PACWEST BANCORP



 


	 	By	 




 


Attest:


 



    -11-


     


    

 


Section 2.03     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 an Indenture, dated as of [•] , (herein called the “Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and [•], 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 Debt 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—initially] limited in aggregate
principal amount to $ [•]] [, provided that the Company may, without the consent of any Holder, at any time and from
time to time increase the initial principal amount].


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail,
[if applicable, insert—(1) 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 [if applicable, insert—on or before [•], %, and if redeemed] during the 12-month period
beginning [•] of the years indicated,


 


	
        Year
	
        Redemption
        Price For Redemption Through Operation of the Sinking Fund
	
        Year
	
        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
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—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 $[•] (“mandatory sinking fund”)
and not more than] $[•]. aggregate principal amount of Securities of this series. 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.]


 


[If the Security is subject to
redemption of any kind and if applicable, insert—Any redemption of this Security in whole or in part shall be subject
to the prior approval of the Board of Governors of the Federal Reserve System.]


 



    -12-


     


    

 


The Company covenants and agrees, and each
Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that to the extent and in the manner set forth
in Article Fourteen of the Indenture, the indebtedness represented by the Securities and the payment of principal (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 Debt.


 


[If applicable, insert—The
Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants
and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


 


[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 and interest, if any, on the Securities of this series shall
terminate.]


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions (i) permitting the Holders of not less than a majority in principal amount of the Securities
of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal
amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered
separately for this purpose), on behalf of the Holders of all Securities of such series, to waive 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 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 Event of 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 Event of Default as Trustee and offered the Trustee reasonable indemnity, 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. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


 


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 any premium and interest 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 any
premium and interest 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 attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 



    -13-


     


    

 


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.


 


[If applicable, insert—This
Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations
in Section 305 thereof on transfers and exchanges of Global Securities].


 


[If applicable, insert—Interest
on the principal balance of this Security shall be calculated on the basis of a [365- or 366-day year, as appropriate, for the
actual number of days elapsed] [360-day year of twelve 30-day months].]


 


THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


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


 


Section 2.04     Form of
Legend for Global Securities


 


Unless otherwise specified as contemplated
by Section 3.01 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.


 


Section 2.05     Form of
Trustee’s Certificate of Authentication


 


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


 


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


 


Dated:


 


	 	[•],
	 	As Trustee



 


	 	By	 
	 	 	Authorized Signatory






 



    -14-


     


    





 


ARTICLE Three


 


THE
SECURITIES


 


Section 3.01     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 3.03, 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,


 


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


 


(2)            any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03,
are deemed never to have been authenticated and delivered hereunder);


 


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


 


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


 


(5)            the
rate or rates at which any Securities of the series shall bear interest, if any, 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;


 


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


 


(7)            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;


 


(8)            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 the 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;


 


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


 


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


 


(11)          if
other than the currency of the United States of America, the currency, currencies or currency units in which the principal of
or any premium or interest on any 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 the purposes of making payment in the currency
of the United States of America and applying the definition of “Outstanding” in Section 1.01;


 






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(12)            if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or
the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal of or any premium or interest 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);


 


(13)            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 declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(14)            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);


 


(15)            if
applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided
in Article Thirteen; provided that no series of Securities that is exchangeable for Common Shares or other securities
pursuant to Section 3.01(19) shall be subject to Defeasance pursuant to Section 13.02;


 


(16)            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 2.04 and any addition to, elimination of
or other changes in the circumstances set forth in Clause (2) of the last paragraph of Section 3.05 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;


 


(17)            any
addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change
in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable
pursuant to Section 5.02;


 


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


 


(19)            the
terms and conditions, if any, pursuant to which the Securities are exchangeable for Common Stock or other securities; and


 


(20)            any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(5)).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s 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 or contemplated by this Section 3.01 with respect to a series of Securities, additional Securities
of a series may be issued at the option of the Company, without the consent of any Holder, at any time and from time to time.


 






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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 series.


 


The Securities shall be subordinated in
right of payment to Senior Debt as provided in Article Fourteen.


 


Section 3.02     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 3.01.
In the absence of any such specified denomination 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 3.03     Execution,
Authentication, Delivery and Dating


 


The Securities shall be executed on behalf
of the Company by the Chairman of the Board, the Vice Chairman of the Board, the President or one of the Vice Presidents, under
the trust seal reproduced thereon attested by the Secretary, one of the Assistant Secretaries or other authorized Person of the
Company. The signature of any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with 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 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 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)            if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this Indenture;


 


(2)            if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such
terms have been established in conformity with the provisions of this Indenture; and


 


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


 


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee.


 






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Notwithstanding the provisions of Section 3.01
and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, including where the
size of an Outstanding series of Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver
the Officers’ Certificate otherwise required pursuant to Section 3.01 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. 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 3.09, 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 3.04     Temporary
Securities


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange 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.


 


Section 3.05     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 a 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.


 






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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 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 Section 3.04, 9.06 or 11.07 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 before the day of the mailing of a notice of redemption of any such Securities selected for
redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


The provisions of Clauses (1), (2), (3) and
(4) 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 3.01, 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 is unwilling or unable or no longer permitted
under applicable law to continue as Depositary for such Global Security or (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security or (C) the Company so directs the Trustee by Company Order 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 3.01.


 


(3)            Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 3.01, an
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, Section 3.04, 3.06, 9.06 or 11.07 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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Section 3.06     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 discretion may, instead of issuing a new
Security, pay such Security.


 


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


 


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


 


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


 


Section 3.07     Payment
of Interest; Interest Rights Preserved


 


Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest or, if no business is conducted
by the Trustee at [•] on such date, at 5:00 P.M., New York City time, on such date.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (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 to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06, 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 mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer
be payable pursuant to the following Clause (2).


 






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


 


Except as may be provided in this Section 3.07
or as contemplated in Section 3.01 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.


 


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


 


Section 3.08     Persons
Deemed Owners


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


Section 3.09     Cancellation


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered 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, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of as directed by a Company Order; provided, however, that the Trustee shall not be required to destroy such
cancelled Securities.


 


Section 3.10     Computation
of Interest


 


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


 


Section 3.11     CUSIP
Numbers


 


The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders, provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as contained in any notice of 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.


 






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ARTICLE Four


 


SATISFACTION
AND DISCHARGE


 


Section 4.01     Satisfaction
and Discharge of Indenture


 


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


 


(1)            either


 


(A)            all
Securities 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 3.06 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 10.03) 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 any premium and interest to the date of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)            the
Company has paid or caused to be paid all other sums payable 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 6.07, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03
shall survive.


 


Section 4.02     Application
of Trust Money


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 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 any premium and interest for whose payment such money has been deposited with the Trustee. Money deposited pursuant
to this Section not in violation of this Indenture shall not be subject to claims of the holders of Senior Debt under Article Fourteen.


 






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ARTICLE Five


 


REMEDIES


 


Section 5.01     Events
of Default


 


“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 occasioned by the provisions of Article Fourteen or 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 adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or 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 of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
Federal or State 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.


 


Section 5.02     Acceleration
of Maturity; Rescission and Annulment


 


If an Event of Default (other than an Event
of Default specified in Section 5.01(1) or 5.01(2)) with respect to 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, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal amount of such Securities 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. If an Event
of Default specified in Section 5.01(1) or 5.01(2) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of each such affected series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal as may be specified in 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.


 






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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 provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


 


(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 any 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


 


(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, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


Section 5.03     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, or


 


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


 


the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed 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 shall fail 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.


 


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


 






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Section 5.04     Trustee
May File Proofs of Claim


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order
to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is 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 6.07.


 


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 5.05     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 5.06     Application
of Money Collected


 


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation 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 6.07; and


 


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


 


Section 5.07     Limitation
on Suits


 


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


 


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


 


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


 






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(3)            such
Holder or Holders have offered to the Trustee 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 5.08     Unconditional
Right of Holders to Receive Principal, Premium and Interest


 


Notwithstanding any other provision in this
Indenture, but subject to Article Fourteen of this Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 5.09     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 5.10     Rights
and Remedies Cumulative


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, 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 5.11     Delay
or Omission Not Waiver


 


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


 






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Section 5.12     Control
by Holders


 


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


 


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


 


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


 


Section 5.13     Waiver
of Past Defaults


 


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


 


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


 


(2)            in
respect of a covenant or provision 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 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 5.14     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 costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act, provided that neither
this Section 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 Trustee or the Company.


 


Section 5.15     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 6.01     Certain
Duties and Responsibilities


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it. 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.


 






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Section 6.02     Notice
of Defaults


 


If a default occurs hereunder with respect
to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act. For the purpose of this Section, the term “default” means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 6.03     Certain
Rights of Trustee


 


Subject to the provisions of Section 6.01:


 


(1)            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;


 


(2)            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;


 


(3)            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;


 


(4)            the
Trustee may consult with counsel of its selection and the advice of such counsel (to be confirmed in writing) 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;


 


(5)            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 reasonable security or
indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


 


(6)            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;


 


(7)            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;


 


(8)            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;


 






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(9)            the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture;


 


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


 


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


 


Section 6.04     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 6.05     May Hold
Securities


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06     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 in writing with the Company.


 


Section 6.07     Compensation
and Reimbursement


 


The Company agrees


 


(1)            to
pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing
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 or bad faith; and


 


(3)            to
indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability or expense
including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of the trust or trusts hereunder, including 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.


 






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The Trustee shall have a lien prior to the
Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 6.07 except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the
Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(1) or Section 5.01(2),
the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law.


 


The provisions of this Section shall
survive the termination of this Indenture.


 


Section 6.08     Disqualification;
Conflicting Interests


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted
by such 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.


 


Section 6.09     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 Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities
of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.


 


Section 6.10     Resignation
and Removal; Appointment of Successor


 


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


 


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. 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.


 


If at any time:


 


(1)            the
Trustee shall fail to comply with Section 6.08 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 6.09 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 as bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14 any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.


 






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


 


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


 


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 1.06. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 6.11    Acceptance
of Appointment by Successor


 


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.


 


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.


 



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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 the first or second preceding paragraph, as the case may be.


 


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


 


Section 6.12    Merger;
Conversion, Consolidation or Succession to Business


 


Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
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 authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 6.13    Preferential
Collection of Claims Against the Company


 


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


 


Section 6.14    Appointment
of Authenticating Agent


 


The Trustee may appoint an Authenticating
Agent or Agents 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 3.06, 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.


 



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Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to 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 1.06 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.


 


The Company agrees to pay to each Authenticating
Agent from time to time such compensation for its services under this Section as the Company and the Authenticating Agent
shall from time to time agree in writing.


 


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 Signatory



 


ARTICLE Seven


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND THE COMPANY


 


Section 7.01    Company
to Furnish Trustee Names and Addresses of Holders


 


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


 


(1)            semi-annually,
not later than [•] and [•] 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 [•] or [•], as the case may be, and


 


(2)            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.


 


Section 7.02    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 to the Trustee
as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 



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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 7.03    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 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 within 60 days after the first date of issuance of Securities and on each anniversary of such date.


 


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


 


Section 7.04    Reports
by the 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 such 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 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.


 


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


 


ARTICLE Eight


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01    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,
and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties
and assets substantially as an entirety to 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 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 any premium and interest on all the Securities and the performance or observance of
every covenant of this Indenture on the part of the Company to be performed or observed;


 



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


 


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


 


Section 8.02    Successor
Substituted


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.01, 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.


 


ARTICLE Nine


 


SUPPLEMENTAL
INDENTURES


 


Section 9.01    Supplemental
Indentures Without Consent of Holders


 


Without the consent of any Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more
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 to evidence the addition or release of any guarantor; or


 


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


 


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


 


(4)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities 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, provided that any such action shall not adversely affect
the interests of the Holders of Securities of any series or any related coupons in any material respect; or


 


(5)            to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that
any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such provision nor (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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(6)            to
secure or provide for the guarantee of the Securities; or


 


(7)            to
establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01; or


 


(8)            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 6.11; or


 


(9)            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 (9) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect; or


 


(10)          to
supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the Defeasance and discharge
of any series of Securities pursuant to sections 4.01, 13.02 and 13.03; provided that any such action shall not adversely
affect the interests of the Holders of Securities of any series in any material respect; or


 


(11)          to
make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or


 


(12)          to
add, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities; or


 


(13)          to
conform any provision in an indenture to the requirements of the Trust Indenture Act; or


 


(14)          to
conform the text of this Indenture or the Securities to the descriptions hereof or thereof contained in any registration statement
of the Company to which this Indenture is filed as an exhibit and any applicable prospectus or prospectus supplement; or


 


(15)          to
make any change that does not adversely affect the legal rights of any Holder of Securities of any series.


 


Section 9.02    Supplemental
Indentures With Consent of Holders


 


With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act
of 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 Securities of
such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,


 


(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 a declaration of acceleration
of the Maturity thereof pursuant to Section 5.02, 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


 



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


 


(3)            modify
any of the provisions of this Section, Section 5.13 or Section 10.07, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.07,
or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8).


 


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


 


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


 


Section 9.03    Execution
of Supplemental Indentures


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) 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 9.04    Effect
of Supplemental Indentures


 


Upon the execution of any supplemental indenture
under this Article, 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 9.05    Conformity
with Trust Indenture Act


 


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


 


Section 9.06    Reference
in Securities to Supplemental Indentures


 


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


 



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Section 9.07    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 Debt then outstanding that would be adversely affected thereby.


 


ARTICLE Ten


 


COVENANTS


 


Section 10.01    Payment
of Principal, Premium and Interest


 


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


 


Section 10.02    Maintenance
of Office or Agency


 


The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with 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.


 


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 3.01, the Corporate Trust Office
of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration
of transfer or exchange, or where successor Securities may be delivered in exchange therefore, 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 10.03    Money
for Securities Payments to Be Held in Trust


 


If the Company shall at any time act as
its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium
or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or 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 any premium or interest on any
Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant to Section 13.04(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 action or
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, 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.


 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall 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 New York, 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 10.04    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 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.


 


Section 10.05    Existence


 


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


 


Section 10.06    Payment
of Taxes and Other Claims


 


The Company will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or
any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged
any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate
proceedings.


 



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Section 10.07    Waiver
of Certain Covenants


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of a specific series, the Company may, with respect to the 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 3.01(18)
or 9.01(2) for the benefit of the Holders of such series, in Article Eight or in any of Sections 10.05 and 10.06, 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.


 


Section 10.08    Calculation
of Original Issue Discount


 


The Company shall file with the Trustee
promptly at the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such year, but only if as of the end of such year Securities
issued at an original issue discount are then Outstanding.


 


ARTICLE Eleven


 


REDEMPTION
OF SECURITIES


 


Section 11.01    Applicability
of Article


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for such Securities) in accordance with this Article.


 


Section 11.02    Election
to Redeem; Notice to Trustee


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 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 11.03    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 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 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 60 days prior to the Redemption Date by the
Trustee, 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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The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption
as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the two 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 11.04    Notice
of Redemption


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register, with a copy to the Trustee and any Paying Agent.


 


All notices of redemption shall identify
the Securities to be redeemed, including CUSIP number, if any, and shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 


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


 


(6)            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 made to the Trustee at
least 35 days prior to the Redemption Date, by the Trustee in the name and at the expense of the Company and shall be irrevocable.


 


Section 11.05    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 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities
which are to be redeemed on that date.


 



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Section 11.06    Securities
Payable on Redemption Date


 


Notice of redemption having been given as
aforesaid, 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, if applicable, with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest
whose Stated Maturity is on or 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 according to their terms and the provisions
of Section 3.07.


 


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


 


Section 11.07    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 attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.


 


ARTICLE Twelve


 


SINKING
FUNDS


 


Section 12.01    Applicability
of Article


 


The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated
by Section 3.01 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 12.02. Each sinking fund payment shall be applied to the redemption of Securities as provided
for by the terms of such Securities.


 


Section 12.02    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 credit Securities of a series
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, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.


 



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Section 12.03    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 Officer’s 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 12.02 and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 nor more than 45 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 11.03
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 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 11.06 and 11.07.


 


ARTICLE Thirteen


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 13.01    Company’s
Option to Effect Defeasance or Covenant Defeasance


 


If applicable to a particular series of
Securities, the Company may elect, at its option at any time, to have Section 13.02 or Section 13.03 applied to any such
series of Securities or any Securities of such series, as the case may be, designated pursuant to Section 3.01 as being defeasible
pursuant to such Section 13.02 or 13.03, in accordance with any applicable requirements provided pursuant to Section 3.01
and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 3.01 for such Securities.


 


Section 13.02    Defeasance
and Discharge


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any applicable series of Securities or any Securities of such series, as the
case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided
in this Section on and after the date the conditions set forth in Section 13.04 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 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 13.04 and as more fully set forth in such Section,
payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company
may exercise its option (if any) to have this Section applied to any applicable Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.03 applied to such Securities.


 


Section 13.03    Covenant
Defeasance


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any applicable series of Securities or any Securities of such series, as the
case may be, (1) the Company shall be released from its obligations under Section 10.05 and Section 10.06, and any
covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities
and (2) the provisions of Article Fourteen shall cease to be effective, in each case with respect to such Securities
as provided in this Section on and after the date the conditions set forth in Section 13.04 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 or Article , whether directly or indirectly by reason of any reference elsewhere herein to any
such Section or by reason of any reference in any such Section to any other provision herein or in any other document,
but the remainder of this Indenture and such Securities shall be unaffected thereby.


 



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Section 13.04    Conditions
to Defeasance or Covenant Defeasance


 


The following shall be the conditions to
the application of Section 13.02 or Section 13.03 to any applicable series of Securities or any Securities of such series,
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 6.09 and agrees to comply with the provisions of this Article 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 benefits
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 before
the due date of any payment, money in an amount, or (C) 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, the
principal of and any premium and interest on such Securities on the respective Stated Maturities, 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.


 


(2)            In
the event of an election to have Section 13.02 apply to any applicable series of Securities or any Securities of such series,
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 instrument,
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.


 


(3)            In
the event of an election to have Section 13.03 apply to any applicable series of Securities or any Securities of such series,
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.


 


(4)            The
Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 



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(5)            No
event which is, or after notice or lapse of time or both would become, an Event of 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 5.01(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).


 


(6)            Such
Defeasance or Covenant Defeasance shall not 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 such Act).


 


(7)            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.


 


(8)            Such
Defeasance or Covenant Defeasance shall not 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 such Act or exempt from registration thereunder.


 


(9)            At
the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Debt shall
have occurred and be continuing, (B) no event of default with respect to any Senior Debt shall have resulted in such Senior
Debt 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 Debt has been made or duly provided for), and (C) no other event of default with respect to
any Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior
Debt (or a trustee on behalf of such holders) to declare such Senior Debt 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 13.05    Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions


 


Subject to the provisions of the last paragraph
of Section 10.03, 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 and Section 13.06, the Trustee and any such other trustee
are referred to collectively as the “Trustee”) pursuant to Section 13.04 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.


 


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 13.04 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 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 13.04 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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Section 13.06    Reinstatement


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall
be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect
to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


ARTICLE Fourteen


 


SUBORDINATION
OF SECURITIES


 


Section 14.01    Securities
Subordinate to Senior Debt


 


The Company covenants and agrees, and each
Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter
set forth in this Article, 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 Debt.


 


Notwithstanding
the foregoing, if a deposit referred to in Section 13.04(1) is made pursuant to Section 13.02 or 13.03 with
respect to any Securities (and provided all other conditions set out in such Section, 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 Debt, including any such
rights arising under this Article Fourteen.


 


Section 14.02    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 Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect
of all Senior Debt, or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive
any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior
Debt 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, 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 Debt 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 Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt. 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 an amount that the
Trustee or the Holder of any Security receives for purposes of this Section.


 



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For purposes of this Article 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 provided for by a plan of reorganization or readjustment which
are subordinated in right of payment to all Senior Debt 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. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or
transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in
Article Eight 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 if the Person formed by such consolidation
or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially
as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in Article Eight.


 


Section 14.03    Prior
Payment to Senior Debt 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 Debt shall be entitled to receive payment
in full of all amounts due or to become due on or in respect of all Senior Debt 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) or interest on the Securities or on account of the purchase or other acquisition
of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment
in accordance with Article Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired
(upon redemption or otherwise) prior to such declaration of acceleration.


 


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.


 


The provisions of this Section shall
not apply to any payment with respect to which Section 14.02 would be applicable.


 


Section 14.04    No
Payment When Senior Debt in Default


 


(a) 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 Debt beyond any applicable grace period
with respect thereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and
payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall
have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in
the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, 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) or interest on the
Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant
to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in Payment or event
of default.


 



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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 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.


 


The provisions of this Section shall
not apply to any payment with respect to which Section 14.02 would be applicable.


 


Section 14.05    Payment
Permitted in Certain Situations


 


Nothing contained in this Article 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 14.02 or under the conditions described in Section 14.03
or 14.04, from making payments at any time of principal of (and premium, if any) or interest on the 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) or interest 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.


 


Section 14.06    Subrogation
to Rights of Holders of Senior Debt


 


Subject to the payment in full of all Senior
Debt or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article (equally and ratably with the holders of 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 Debt and is entitled to like rights of subrogation) to the rights of the holders of such Senior Debt
to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of (and
premium, if any) 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 Debt 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, and no payments pursuant to the provisions of this Article to the holders
of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior
Debt and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior
Debt.


 


Section 14.07    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 Debt on the other hand. Nothing contained in this Article 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 Debt 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 Debt, 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) and interest 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 Debt; 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 Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.


 


Section 14.08    Trustee
to Effectuate Subordination


 


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


 



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Section 14.09    No
Waiver of Subordination Provisions


 


No right of any present or future holder
of any Senior Debt 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 Debt 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 or the obligations hereunder of the Holders of the Securities
to the holders of Senior Debt 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 Debt or otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for
the collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.


 


Section 14.10    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 to or by the Trustee in respect
of the Securities. Notwithstanding the provisions of this Article 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 to or by the Trustee
in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist.


 


Subject to the provisions of Section 6.01,
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 Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (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 Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.


 


Section 14.11    Reliance
on Judicial Order or Certificate of Liquidating Agent


 


Upon any payment or distribution of assets
of the Company referred to in this Article, the Trustee, subject to the provisions of Section 6.01, 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 Debt 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 14.12    Trustee
Not Fiduciary for Holders of Senior Debt


 


The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt 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 Debt shall be entitled by virtue of this Article or otherwise.


 



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Section 14.13    Rights
of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights


 


The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it,
to the same extent as any other holder of Senior Debt 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 6.07.


 


Section 14.14    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 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 14.13 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but
one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and
year first above written.


 





		 	PACWEST BANCORP
	 
		 	By:	 
	 
	[seal]
	 
	Attest:
	 
		 	 
		 	 
		 	[•]
		 	Trustee:
	 
		 	By:	 
	 
	[seal]
	 
	Attest:
	 
		 	 


 



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