Exhibit
4.4


 


CODORUS
VALLEY BANCORP, INC.


 


and


 


[______________________], 


Trustee


 


INDENTURE 


Dated
as of [________________]


 


Senior
and Subordinated Debt Securities


 




     


     

    

 


SHOWING
REFLECTION OF CERTAIN PROVISIONS REQUIRED PURSUANT TO SECTIONS 310 THROUGH 318(a), INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939
(WHICH PURSUANT TO SECTION 318(C) OF THE TRUST INDENTURE ACT OF 1939 ARE PART OF AND GOVERN SUCH PROVISIONS OF THE INDENTURE WHETHER
OR NOT CONTAINED THEREIN):








	 	 	 	 	 
	TRUST INDENTURE ACT SECTION	INDENTURE SECTION
	Section 310(a)(1)	 	 	6.09
	(a)	 (2)	 	 	6.09
	(a)	(3)	 	 	Not applicable
	(a)	(4)	 	 	Not applicable
	(a)	(5)	 	 	6.09
	(b)	 	 	 	6.08, 6.10
	(c)	 	 	 	Not applicable
	Section 311(a)	 	 	 	6.13
	(b)	 	 	 	6.13
	Section 312(a)	 	 	 	7.01, 7.02
	(b)	 	 	 	7.02
	(c)	 	 	 	7.02
	Section 313(a)	 	 	 	7.03
	(b)	 	 	 	Not applicable
	(c)	 	 	 	7.03
	(d)	 	 	 	7.03
	Section 314(a)(1), (2) and (3)	 	7.04
	(a)	(4)	 	 	10.04
	(b)	 	 	 	Not applicable
	(c)	(1)	 	 	1.02
	(c)	(2)	 	 	1.02
	(c)	(3)	 	 	Not applicable
	(d)	 	 	 	Not applicable
	(e)	 	 	 	1.02
	Section 315(a)	 	 	 	6.01
	(b)	 	 	 	6.02
	(c)	 	 	 	6.01
	(d)	 	 	 	6.01
	(e)	 	 	 	5.14
	Section 316(a)(1)(A)	 	5.12
	(a)	(1)(B)	 	 	5.13
	(a)	(2)	 	 	Not applicable
	(b)	 	 	 	5.08
	(c)	 	 	 	1.04(e)
	Section 317(a)(1)	 	 	5.03
	(a)	(2)	 	 	5.04
	(b)	 	 	 	10.03
	Section 318(a)	 	 	 	1.07
	(b)	 	 	 	Not applicable
	(c)	 	 	 	1.07


 


NOTE:
This table is not a part of the Indenture.


 




    i 


     

    




 


TABLE
OF CONTENTS 


 


	 	 	 	 
	 	 	 	Page
	 
	ARTICLE
    I
	DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	
	Section 1.01	Definitions	 	1
	Section 1.02	Compliance Certificates and Opinions	 	9
	Section 1.03	Form of Documents Delivered to Trustee	 	9
	Section 1.04	Acts of Holders; Record Dates	 	9
	Section 1.05	Notices, Etc., to Trustee and Company	 	11
	Section 1.06	Notice to Holders; Waiver	 	12
	Section 1.07	Conflict with Trust Indenture Act	 	12
	Section 1.08	Effect of Headings and Table of Contents	 	13
	Section 1.09	Successors and Assigns	 	13
	Section 1.10	Severability Clause	 	13
	Section 1.11	Benefits of Indenture	 	13
	Section 1.12	Governing Law	 	13
	Section 1.13	Legal Holidays	 	13
	Section 1.14	Counterparts; Originals	 	13
	Section 1.15	Force Majeure	 	14
	Section 1.16	Waiver of Jury Trial	 	14
	Section 1.17	U.S.A. Patriot Act	 	14
	 	 	 	 
	ARTICLE
    II
	SECURITY
    FORMS
	 	 	 	 
	Section 2.01	Forms of Securities	 	14
	Section 2.02	Form of Trustee’s Certificate of Authentication	 	15
	Section 2.03	Global Securities	 	15
	 	 	 	 
	ARTICLE
    III
	THE SECURITIES
	 	 	 	 
	Section 3.01	Title and Terms	 	16
	Section 3.02	Denominations	 	19
	Section 3.03	Execution, Authentication, Delivery and Dating	 	19
	Section 3.04	Temporary Securities	 	20
	Section 3.05	Registration, Registration of Transfer and Exchange	 	21
	Section 3.06	Mutilated, Destroyed, Lost And Stolen Securities	 	24
	Section 3.07	Payment of Interest; Interest Rights Preserved	 	24
	Section 3.08	Persons Deemed Owners 	 	26


 


    ii 


     

    

 


TABLE
OF CONTENTS  


(Continued)


 


	 	 	 	 	 
	 	 	 	Page
	 	 	 	 
	Section 3.09	Cancellation	 	26
	Section 3.10	Computation of Interest	 	26
	 	 	 	 
	ARTICLE
    IV
	SATISFACTION
    AND DISCHARGE
	 	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	 	27
	Section 4.02	Application of Trust Money	 	28
	 	 	 	 
	ARTICLE
    V
	REMEDIES
	 	 	 	 
	Section 5.01	Events of Default and Defaults	 	28
	Section 5.02	Acceleration of Maturity; Rescission
    and Annulment	 	31
	Section 5.03	Collection of Indebtedness and Suits
    for Enforcement by Trustee	 	33
	Section 5.04	Trustee May File Proof of Claim	 	34
	Section 5.05	Trustee May Enforce Claims Without
    Possession of Securities	 	34
	Section 5.06	Application of Money Collected	 	35
	Section 5.07	Limitation on Suits	 	35
	Section 5.08	Unconditional Right of Holders to
    Receive Principal, Premium, Interest and to Convert	 	36
	Section 5.09	Restoration of Rights and Remedies	 	36
	Section 5.10	Rights and Remedies Cumulative	 	36
	Section 5.11	Delay Or Omission Not Waiver	 	36
	Section 5.12	Control By Holders	 	37
	Section 5.13	Waiver of Past Defaults	 	37
	Section 5.14	Undertaking for Costs	 	37
	Section 5.15	Waiver of Usury, Stay or Extension
    Laws	 	38
	 	 	 	 
	ARTICLE
    VI
	THE TRUSTEE
	 	 	 	 
	Section 6.01	Certain Duties and Responsibilities	 	38
	Section 6.02	Notice of Defaults	 	39
	Section 6.03	Certain Rights of Trustee	 	40
	Section 6.04	Not Responsible for Recitals or
    Issuance of Securities	 	41
	Section 6.05	May Hold Securities	 	42
	Section 6.06	Money Held in Trust	 	42
	Section 6.07	Compensation and Reimbursement	 	42
	Section 6.08	Conflicting Interests	 	43
	 	 	 	 	 





 






    iii 


     

    




 


TABLE
OF CONTENTS 


(Continued)


 


	 	 	 	Page
	 	 	 	 
	Section 6.09	Corporate Trustee Required; Eligibility	 	43
	Section 6.10	Resignation and Removal; Appointment of Successor	 	43
	Section 6.11	Acceptance of Appointment by Successor	 	45
	Section 6.12	Merger, Conversion, Consolidation or Succession
    to Business	 	45
	Section 6.13	Preferential Collection of Claims Against	 	46
	 	 	 	 
	ARTICLE
    VII
	HOLDERS’
    LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses
    of Holders	 	46
	Section 7.02	Preservation of Information; Communications
    to Holders	 	46
	Section 7.03	Reports by Trustee	 	46
	Section 7.04	Reports by Company	 	47
	 	 	 	 
	ARTICLE
    VIII
	CONSOLIDATION,
    MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 
	Section 8.01	Company May Consolidate, Etc., only on Certain
    Terms	 	47
	Section 8.02	Successor Substituted	 	48
	 	 	 	 
	ARTICLE
    IX
	SUPPLEMENTAL
    INDENTURES
	 	 	 	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	 	48
	Section 9.02	Supplemental Indentures with Consent of Holders	 	50
	Section 9.03	Execution of Supplemental Indentures	 	51
	Section 9.04	Effect of Supplemental Indentures	 	51
	Section 9.05	Conformity with Trust Indenture Act	 	51
	Section 9.06	Reference in Securities to Supplemental Indentures	 	51
	Section 9.07	Subordination Unimpaired	 	52
	 	 	 	 
	ARTICLE
    X
	COVENANTS
	 	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	 	52
	Section 10.02	Maintenance of Office or Agency	 	52
	Section 10.03	Money for Securities Payments to Be Held in
    Trust	 	53
	Section 10.04	Certification of Compliance of the Company	 	54
	Section 10.05	Existence	 	54





 






    iv 


     

    

  


TABLE
OF CONTENTS 


(Continued)


 


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	Section 10.06	Waiver of Covenants	 	54
	 	 	 	 
	ARTICLE
    XI
	REDEMPTION
    OF SECURITIES
	 	 	 	 
	Section 11.01	Applicability of Article	 	55
	Section 11.02	Election to Redeem; Notice to Trustee	 	55
	Section 11.03	Selection by Trustee of Securities to Be Redeemed	 	55
	Section 11.04	Notice of Redemption	 	56
	Section 11.05	Deposit of Redemption Price	 	57
	Section 11.06	Securities Payable on Redemption Date	 	58
	Section 11.07	Securities Redeemed in Part	 	58
	 	 	 	 
	ARTICLE
    XII
	SINKING
    FUNDS
	 	 	 	 
	Section 12.01	Applicability of Article	 	58
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	 	59
	Section 12.03	Redemption of Securities for Sinking Fund	 	59
	 	 	 	 
	ARTICLE
    XIII
	DEFEASANCE
    AND COVENANT DEFEASANCE
	 	 	 	 
	Section 12.01	Company’s Option to Effect Defeasance
    or Covenant Defeasance	 	60
	Section 12.02	Defeasance and Discharge	 	60
	Section 12.03	Covenant Defeasance	 	60
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	 	61
	Section 13.05	Deposited Money and U.S. Government Obligations
    to Be Held in Trust; Miscellaneous Provisions	 	62
	Section 13.06	Repayment to the Company	 	63
	Section 13.07	Reinstatement	 	63
	 	 	 	 
	ARTICLE
    XIV
	MEETINGS
    OF HOLDERS OF SECURITIES
	 	 	 	 
	Section 14.01	Purposes of Meetings	 	63
	Section 14.02	Call of Meetings by Trustee	 	64
	Section 14.03	Call of Meetings by Company or Holders	 	64









    v 


     

    

 





TABLE
OF CONTENTS 


(Continued)


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	Section 14.04	Qualifications for Voting	 	64
	Section 14.05	Regulations	 	64
	Section 14.06	Voting	 	65
	Section 14.07	No Delay of Rights by Meeting	 	66
	 	 	 	 
	ARTICLE
    XV
	SUBORDINATION
	 	 	 	 
	Section 15.01	Securities Subordinated To Senior Indebtedness	 	66
	Section 15.02	Subrogation	 	68
	Section 15.03	Obligation of Company Unconditional	 	69
	Section 15.04	Rights of Holders Not Impaired	 	69
	Section 15.05	Effectuation of Subordination by Trustee	 	70
	Section 15.06	Knowledge of Trustee	 	70
	Section 15.07	Trustee’s Relation To Senior Indebtedness	 	70
	Section 15.08	Rights Of Holders Of Senior Indebtedness Not
    Impaired	 	71
	Section 15.09	No Waiver of Default or Event of Default	 	71
	Section 15.10	Securities to Rank Pari Passu with All
    Other Unsecured Subordinated Indebtedness	 	71
	 	 	 	 
	ARTICLE
    XVI
	IMMUNITY
    OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	 	 
	Section 16.01	Exemption from Individual Liability	 	71


 


*     This
table of contents is not part of the Indenture.


 



    vi 


     

    

 


 INDENTURE,
dated as of [________________], between Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the “Company,” which
term shall include any successors and assigns pursuant to the terms of this Indenture) having its principal executive office at
105 Leader Heights Road, York, Pennsylvania 17405and [______________], as Trustee (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of
its unsecured senior or subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”)
in an unlimited aggregate principal amount to be issued in one or more series as provided in this Indenture and has appointed
[__________] to act as trustee hereunder.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I





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:


 


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


 


(b)
all other terms used and not otherwise defined herein which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;


 


(c)
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;


 


(d)
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;


 


(e)
the word “or” is always used inclusively;


 



    1


    	 



    

 





(f)
provisions apply to successive events and transactions;


 


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


 


(h)
nouns or pronouns of either gender or neuter shall include, as appropriate, the other noun or pronoun forms.


 


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


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Authorized
Newspaper” means a newspaper customarily published at least once a day, and customarily published for at least five
days in each calendar week, and of general circulation in such city or cities as the Place of Payment.


 


“Board
of Directors” means the board of directors of the Company or other committee of such board of directors duly authorized
to act on behalf of the board of directors with regard to a given matter.


 


“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”, unless otherwise specified with respect to the Securities of any series pursuant to Section 3.01, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions or trust companies in The City of New
York are authorized or obligated by law or executive order to close.


 


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


 


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


 






    2


    	 



    

 


“Company
Common Stock” means any stock of any class of the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject
to redemption by the Company.


 


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


 


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


 


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


 


“Default”
(1) solely insofar as such term relates to any series of Senior Securities, means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default with respect to such series of Senior Securities, and (2) solely
insofar as such term relates to any series of Subordinated Securities, has the meaning specified in Section 5.01.


 


“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, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.01 until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture and,
thereafter, “Depositary” shall mean or include such successor.


 


“Event
of Default” has the meaning for Senior Securities or Subordinated Securities, as applicable, specified in Section 5.01.


 


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


 


“Exempted
Distributions” has the meaning specified in Section 15.01(a).


 


“Expiration
Date” has the meaning specified in Section 1.04(g).


 






    3


    	 



    

 


“Global
Security” means a Security that evidences all or part of the Securities of any series issued to the Depositary or its
nominee for such series, and registered in the name of such Depositary or its nominee and bears the legend set forth in Section
2.03 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, any statute successor thereto and the rules and regulations of
the Commission promulgated thereunder, 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.


 


“Notice
of Default” means a written notice of the kind specified in Section 5.01(a)(4) or 5.01(c)(3), as applicable.


 


“Officer’s
Certificate” means a certificate signed by any of the Chairman, Vice Chairman, Chief Executive Officer, President, Executive
Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer, Secretary or Assistant Secretary of the Company,
and delivered to the Trustee.


 


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


 






    4


    	 



    

 


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


 


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


 


(b)
Securities for whose payment at Maturity money in the applicable currency 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;


 


(c)
Securities as to which Defeasance or Covenant Defeasance has been effected pursuant to Section 13.02 or Section 13.03, as applicable;


 


(d)
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; and


 


(e)
any such Security converted or exchanged as contemplated by this Indenture or any indenture supplemental hereto into Company Common
Stock or other securities or property, if the terms of such Security provide for such conversion or exchange pursuant to Section
3.01;


 


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, currency units
or composite currencies 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


 






    5


    	 



    

 


actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.


 


“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, partnership, limited liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof or any other entity.


 


“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.


 


“Principal
Subsidiary Bank” means each of (i) PeoplesBank, A Codorus Valley Company, (ii) any other Subsidiary Bank the consolidated
assets of which constitute 20% or more of the consolidated assets of the Company and its Subsidiaries, (iii) any other Subsidiary
Bank designated as a Principal Subsidiary Bank pursuant to a Board Resolution and set forth in an Officer’s Certificate,
and (iv) any Subsidiary that owns, directly or indirectly, any Voting Shares, or securities convertible into, or options, warrants
or rights to subscribe for or purchase, Voting Shares, of any Principal Subsidiary Bank referenced under clause (i), (ii) or (iii),
and in the case of clause (i), (ii), (iii) or (iv) their respective successors (whether by consolidation, merger, conversion,
transfer of substantially all their assets and business or otherwise) so long as any such successor is a Subsidiary Bank (in the
case of clause (i), (ii) or (iii) or a Subsidiary (in the case of clause (iv)).


 


“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.


 






    6


    	 



    

 


“Responsible
Officer”, when used with respect to the Trustee, shall mean any officer employed in the Corporate Trust Office or any
other officer or assistant officer of the Trustee within the Corporate Trust Office with direct responsibility for the administration
of the Indenture and also with respect to a particular matter, any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any such corporate
trust 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, any statute successor thereto and the rules and regulations of the Commission
promulgated thereunder, in each case as amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Senior
Indebtedness” means, with respect to any series of Subordinated Securities issued hereunder, unless otherwise referenced
with respect to such series of Subordinated Securities pursuant to Section 3.01: (1) the principal of, and premium, if any, and
interest in respect of indebtedness of the Company for purchased or borrowed money, whether or not evidenced by securities, notes,
debentures, bonds or other similar instruments issued by the Company; (2) all capital lease obligations of the Company; (3) all
obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the
Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts
payable in the ordinary course of business; (4) all obligations of the Company arising from off-balance sheet guarantees and direct
credit substitutes, including obligations in respect of any letters of credit, bankers acceptance, security purchase facilities
and similar credit transactions; (5) all obligations of the Company associated with derivative products, including obligations
in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements,
currency future or option contracts and other similar agreements; (6) all obligations of the type referred to in clauses (1) through
(5) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; (7) all
obligations of the type referred to in clauses (1) through (6) of other persons secured by any lien on any property or asset of
the Company, whether or not such obligation is assumed by the Company; and (8) any deferrals, renewals or extensions of any of
the obligations of the type referred to in clauses (1) through (7). Notwithstanding the foregoing, Senior Indebtedness does not
include: (1) such Subordinated Securities; (2) trade accounts payable arising in the ordinary course of business; (3) any indebtedness
that by its terms is subordinated to, or ranks on an equal basis with, such Subordinated Securities; and (4) any indebtedness
between or among the Company and its affiliates.


 






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“Senior
Securities” means any Securities issued pursuant to this Indenture the terms of which provide that such Securities rank
senior in right of payment to any Subordinated Securities issued pursuant to this Indenture.


 


“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 installment of principal thereof or interest thereon, means
the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable.


 


“Subordinated
Securities” means any Securities issued pursuant to this Indenture the terms of which provide that such Securities rank
junior in right of payment to Senior Indebtedness.


 


“Subsidiary”
means a corporation, a partnership, business or statutory trust or a limited liability company, a majority of the outstanding
Voting Shares of which are owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company.


 


“Subsidiary
Bank” means any Subsidiary that is organized under the laws of the United States, any State of the United States, the
District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands and either (i)
accepts deposits that the depositor has a legal right to withdraw on demand and engages in the business of making commercial loans
or (ii) is a trust company.


 


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


 


“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.


 


“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.”


 






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“Voting Shares”
means shares of capital stock or other equity interests having under ordinary circumstances voting power for the election of directors,
managers or the substantial equivalent thereof whether at all times or only so long as no senior class of stock or similar equity
interest has such voting power by reason of the happening of any contingency.


 


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


 


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 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, a governmental official or officials or any other
Person or Persons stating that the information with respect to such factual matters is in the possession of the Company, official
or Person, 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 or any other Security, they may, but need
not, be consolidated and form one instrument.


 


Section 1.04 Acts of
Holders; Record Dates.


 


(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by
or pursuant to this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such


  






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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.


 


Without limiting the generality
of this Section 1.04, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depositary that is a Holder
of a Global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture or the Securities to be made, given or
taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners
of interests in any such Global Security through such Depositary’s standing instructions and customary practices


 


(b) The fact and date of the
execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient.


 


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


 


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


 


(e) The Company may set any
day as a record date (which shall be no less than 15 days prior to any payment date even if such date is not a Business Day) 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


 






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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.


 


(f) The Trustee may set any
day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request
to institute proceedings referred to in Section 5.07(b) or (iv) 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.


 


(g) With respect to any record
date set pursuant to this Section, the party hereto which sets such record date 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 Company. Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders
or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 



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(a) 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 the Corporate Trust Office, Attention: [Corporate Trust Administration], or


 


(b) 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
delivered, first-class postage prepaid, to the Company addressed to the attention of its Chief Financial Officer at the address
of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing
to the Trustee by the Company.


 


The Trustee agrees to accept
and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing
persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which
such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. The Trustee
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.
The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception
and misuse by third parties.


 


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 delivered, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so delivered, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders. Any notice that is delivered in the manner herein provided shall be conclusively
presumed to have been duly given or provided. 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.


 


Section 1.07 Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required or deemed under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified


 






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or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may
be.


 


Section 1.08 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 Severability
Clause. In case any provision in this Indenture or in any Security shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not, to the fullest extent permitted by law, in any way be affected
or impaired thereby.


 


Section 1.11 Benefits
of Indenture. Nothing in this Indenture or in any Security, express or implied, shall give to any Person, other than the
parties hereto, any Security Registrar and any Paying Agent and their respective successors hereunder, the Holders and the holders
of Senior Indebtedness with respect to any series of Subordinated Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


 


Section 1.12 Governing
Law. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania.


 


Section 1.13 Legal Holidays.
Unless otherwise specified with respect to the Securities of any series pursuant to Section 3.01, in any case where any Interest
Payment Date, Redemption Date, Stated Maturity, Maturity of, or any other day on which a payment is due with respect to, any Security
or the last date on which a Holder of Securities has the right to convert its Securities, shall not be a Business Day, then payment
of interest or principal (and premium, if any) or conversion of the Securities need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, at
the Stated Maturity, Maturity or on any such other payment date or on such last day for conversion, as the case may be, and no
interest shall accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date,
Redemption Date, Stated Maturity, Maturity or other payment date or last day for conversion, as the case may be, to the next succeeding
Business Day.


 


Section 1.14 Counterparts;
Originals. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this
Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf”
or “.tif”) shall be deemed to be their original signatures for all purposes.


 






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Section 1.15 Force Majeure.
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Section 1.16 Waiver of
Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 1.17 U.S.A. Patriot
Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


Article II 


Security Forms


 


Section 2.01 Forms of
Securities. The Securities of each series shall be in substantially the form as shall be established pursuant to this Article
and Section 3.01, in each case with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture (and which do not affect the rights, duties or immunities of the Trustee) or as may be required
to comply with any law or with any rules or regulations made pursuant thereto or with any rules or regulations of any securities
exchange or as may, consistently herewith, be determined by the officers of the Company executing such Security as evidenced by
their execution of the Security.


 


Each Security shall be in a
form approved from time to time by or pursuant to a Company Board Resolution, or established in one or more indentures supplemental
hereto. Prior to the delivery of a Security to the Trustee for authentication in any form approved by or pursuant to a Company
Board Resolution, the Company shall deliver to the Trustee the Company Board Resolution by or pursuant to which such form of Security
has been approved, and, if a Company Board Resolution authorizes a specific officer or officers of the Company to approve a form
of Security, a certificate of such officer or officers approving the form of Security attached thereto.


 






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Section 2.02 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 referred to in the within-mentioned Indenture.


 


[______________], as Trustee


 


By: ____________________________ Date:_________________





Authorized Signatory


 


Section 2.03 Global Securities.
If Securities of a series shall be issuable in temporary or permanent global form, then, notwithstanding Section 3.01 and Section
3.02, any such Security may provide that it or any number of such Securities shall represent such of the Outstanding Securities
of that series from time to time specified in such Securities in global form endorsed thereon or reflected on the books and records
of the Trustee and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time
be increased or reduced to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated
Securities of that series. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and
upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 3.01 with respect to such
Security or in the Company Order to be delivered pursuant to Section 3.03 or Section 3.04 with respect thereto. Subject to the
provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any Security in global form
in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 3.01 with respect to
such Security or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or Section 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied
by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel unless requested by the
Trustee. Notwithstanding the foregoing provisions of this paragraph, in the event a Global Security is exchangeable for definitive
Securities as provided in Section 3.05, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities
of such Series, the Trustee shall deliver and redeliver such Global Security to the extent necessary to effect such exchanges,
shall endorse such Global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall
take such other actions, all as contemplated by Section 3.05.


 


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:


 






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“UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF SUCH A TRANSFEROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR
AND ANY PAYMENT IS MADE TO SUCH A TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, SUCH A TRANSFEROR, HAS AN INTEREST HEREIN.”


 


Article III 


The Securities


 


Section 3.01 Title and
Terms. 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 or determined in the manner provided in
an Officer’s Certificate of the Company, or established in one or more indentures supplemental hereto, which shall be delivered
to the Trustee prior to the issuance of Securities of any series,


 


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


 


(b) the title of the Securities
of the series (which shall distinguish the Securities of the series from Securities of any other series) and whether the Securities
of such series are Senior Securities or Subordinated Securities;


 


(c) any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or upon surrender in part of any Security for conversion or exchange into Company
Common Stock or other securities or property pursuant to its terms and except for any securities which, pursuant to Section 3.03,
are deemed never to have been authenticated and delivered hereunder);


 






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(d) the date or dates on which
the principal of any Securities of the series is payable or the method by which such date or dates shall be determined or extended;


 


(e) the rate or rates at which
any Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date
or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, the
manner (if any) of determination of such Interest Payment Dates and the Regular Record Date for any such interest payable on any
Interest Payment Date, and the basis upon which interest shall be calculated if other than that of a 360 day year consisting of
twelve 30-day months;


 


(f) the Place of Payment where
the principal of and any premium and interest on any Securities of the series shall be payable;


 


(g) the period or periods within
which or the date or dates on 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;


 


(h) the obligation, if any,
of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions and the
period or periods within which or the date or dates on 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;


 


(i) if other than denominations
of $2,000 and integral multiples of $1,000, the denominations in which any Securities of the series shall be issuable;


 


(j) 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 or pursuant to a formula,
the manner in which such amounts shall be determined;


 


(k) if other than the currency
of the United States of America, the currency, currency unit or composite currency in which the principal of or any premium or
interest on any Securities of the series shall bedenominated and payable and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, including for purposes of making payment in the currency of the United
States of America and applying the definition of “Outstanding” in Section 1.01;


 


(l) 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, currency units or composite currencies other than that or those in which such Securities are stated
to be payable, the currency, currencies, currency units or composite currencies 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 


 






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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);


 


(m) 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 or the method by which such portion shall be determined;


 


(n) if applicable, that the
Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both
such Sections, or pursuant to a manner varying from such Sections, any provisions to permit a pledge of obligations other than
U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 13.04 for defeasance
of such Securities and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities
shall be evidenced;


 


(o) 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 2.03 and any circumstances in addition to or in lieu of those set
forth in 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 and any other provisions governing exchanges or transfers of any such Global Security;


 


(p) any addition to, elimination
of or other change in the Defaults or Events of Default which applies to any Securities of the series and any change in the 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;


 


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


 


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


 


(s) if other than as set forth
herein, provisions for the satisfaction and discharge of the indebtedness represented by the Securities of such series;


 


(t) solely with respect to
any series of Subordinated Securities, if other than as set forth herein, provisions for the subordination of the Subordinated
Securities of such series and, if applicable, any change in the definition of Senior Indebtedness with respect to such series;


 



    18 


     


    




 


(u) the terms and conditions,
if any, pursuant to which the Securities of the series are secured;


 


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


 


(w) 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(b)); and


 


(x) any trustees, paying agents,
transfer agents or registrars with respect to the Securities of such series.


 


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


 


From any time and from time
to time, with respect to each series of Securities, without notice to or consent of the Holders, the Company may “reopen”
the Securities and create and issue further Securities ranking equally and ratably with the Securities of such series in all respects
and so that such further Securities may be consolidated and form a single series with the relevant series of Securities and have
the same terms as to status, redemption, and otherwise. Any further Securities issued as part of the same series of Securities
will be fungible with such series of Securities for United States federal income tax purposes or will be issued under a separate
CUSIP number.


 


Section 3.02 Denominations.
The Securities of each series shall be issuable only in fully 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 $2,000 and integral multiples of $1,000.


 


Section 3.03 Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, Vice Chairman,
Chief Executive Officer, President, Senior Executive Vice President, Executive Vice President, Chief Financial Officer, Chief Operating
Officer or Treasurer and attested by its Secretary or Assistant Secretary. The signature of any of these officers on the Securities
may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity
or enforceability of any Security that has been duly authenticated and delivered by the Trustee.


 


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


 






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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 a
supplemental indenture or Officer’s Certificate pursuant to Section 3.01, setting forth the terms of the Securities. The
Trustee in accordance with the Company Order shall authenticate and deliver such Securities without any further action by the Company.


 


In authenticating the Securities
of any series and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall
receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel, prepared in accordance
with Section 1.02 stating 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, as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


The Trustee shall have the
right to decline to authenticate and deliver any security under this Section if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability.


 


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 or facsimile 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 receipt of
a 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.


 






    20 


     


    

 


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 a register (each such register being herein sometimes
referred to as the “Security Register”) at an office or agency for such series in accordance with Section 10.02 in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities
of such series and of transfers of the Securities of such series. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided. The Company shall have the right to remove
and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement
shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by
the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security
Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for each series of Securities.


 


Except as otherwise provided
in or pursuant to this Indenture, 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.


 


Except as otherwise provided
in or pursuant to this Indenture, at the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series containing identical terms and provisions, 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 for such series. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.


 


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


 






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


 


No service charge shall be
made for any registration of transfer or exchange of Securities or any redemption or repayment of Securities or any conversion
or exchange of Securities for Company Common Stock or other types of securities or property, 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, 11.07 or upon surrender in part of any Security
for conversion or exchange into Company Common Stock or other securities or property pursuant to its terms, in each case, not involving
any transfer.


 


Except as otherwise provided
in or pursuant to this Indenture, if the Securities of any series (or of any series and specified tenor) are to be redeemed, 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 and ending at the close of business on the day of such
mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


 


The provisions of clauses (a) through (e) below
shall apply only to Global Securities:


 


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


 


(b) The Global Securities of
any series shall be exchangeable for definitive certificated Securities of such series only if (i) the Depositary for such Global
Securities notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Securities or at any
time the Depositary for such Global Securities ceases to be a clearing agency registered as such under the Exchange Act, if so
required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days
after such notification or of the Company becoming aware of the Depositary’s ceasing to be so registered, as the case may
be, or (ii) the Company, in its sole discretion, determines that


 



    22 


     


    

 


the Securities of such series shall no longer be represented by
one or more Global Securities and executes and delivers to the Trustee a Company Order to the effect that such Global Securities
shall be so exchangeable. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary
or if at any time the Depositary shall cease to be a clearing agency registered under the Exchange Act as provided in clause (i)
above, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such ineligibility or the Company determines that the securities shall
no longer be represented by one or more Global Securities as provided in clause (ii) above, the Company will execute, and the Trustee,
upon receipt of a Company Order, Officer’s Certificate and an Opinion of Counsel, if requested by the Trustee, for the authentication
and delivery of individual Securities, will authenticate and make available for delivery, individual Securities of the same series
in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities
in exchange for such Global Security or Securities. The Trustee shall have no liability or responsibility for the action or inaction
of the Depositary.


 


(c) The Company may at any
time and in its sole discretion determine that individual Securities issued in the form of one or more Global Securities shall
no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Securities, will authenticate and make available for delivery,
individual Securities of the same series in an aggregate principal amount equal to the principal amount of the Global Security
or Securities representing the Securities in exchange for such Global Security or Securities.


 


(d) The Depositary may surrender
a Global Security in exchange in whole or in part for individual Securities on such terms as are acceptable to the Company, the
Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery,
without service charge to the Holder:


 


(1)
to each Person specified by such Depositary a new individual Security or Securities of the same series of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security; and


 


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


 


(e) Upon the exchange of a
Global Security for individual Securities of the same series in an aggregate principal amount equal to the principal amount of
such Global Security, such Global Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for
such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall


 



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instruct the Trustee.
The Trustee shall make available for delivery such individual Securities to the Persons in whose names such Securities are so registered.


 


Section 3.06 Mutilated,
Destroyed, Lost And Stolen Securities. If any mutilated Security is surrendered to the Trustee together with such security
or indemnity as may be reasonably required by the Company or the Trustee to save each of them (and any agent of either of them)
harmless, 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 reasonable satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them
harmless, then, in the absence of written 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 payment. In the case of a Security issued between a record date and the
initial Interest Payment Date relating to such record date, interest for the period


 






    24 


     


    

 


beginning on the date of issue and ending on
such initial Interest Payment Date shall be paid to the person to whom such Security shall have been originally issued.


 


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 (a) or
(b) below:


 


(a) The Company may elect to
make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided
in this clause. 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 delivered, 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 (b).


 


(b) 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 or automated quotation system on which such Securities may be listed or traded, and upon such notice as
may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 


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


 






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


 


Section 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.


 


None of the Company, the Trustee,
nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 3.09 Cancellation.
All Securities surrendered for payment, redemption, conversion, 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 the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. 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 in accordance with the Trustee’s customary procedures.


 


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 Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
use the “CUSIP” number for the Securities in notices to


 






    26 


     


    

 


the
Holders as a convenience to such 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 and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission
of such numbers. The Company will promptly notify the Trustee in writing of any changes in the “CUSIP” numbers.


  


Article
IV





Satisfaction
and Discharge


 


Section 4.01
Satisfaction and Discharge of Indenture. Unless, pursuant to Section 3.01, the provisions of this Section 4.01
shall not be applicable with respect to the Securities of any series, the Company shall be deemed to have satisfied and discharged
the entire indebtedness on all the Outstanding Securities of any particular series, and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when:


 


(a)
either:


 


(1)
all Outstanding Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such
series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Outstanding
Securities of such series for whose payment money in the applicable currency 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


 


(2)
with respect to all Outstanding Securities of such series described in (1) above not theretofore delivered to the Trustee
for cancellation, such Securities


 


(i)
have become due and payable, or


 


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


 


(iii)
if redeemable at the option of the Company, 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 the applicable currency in an amount sufficient to pay and discharge the entire indebtedness
on all such Outstanding Securities of such series 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;


 






    27


    	 



    

 


(b)
the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities
of such series; and


 


(c)
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities
of any such series have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.07, and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause
(a) of this Section, the obligations of the Trustee with respect to the Securities of such series under Section 4.02
and the last paragraph of Section 10.03, in each case, shall survive such satisfaction and discharge.


 


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 subject to discharge under Section 4.01 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 or received by the Trustee.
All moneys deposited with or received by the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the
payment of Securities subsequently converted shall be returned to the Company upon Company Request.


 


Article
V





Remedies


 


Section 5.01
Events of Default and Defaults.


 


(a)
“Event of Default,” wherever used in this Indenture with respect to Senior Securities of any series, means any one
of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless such Event of Default is either inapplicable to a particular series of Senior Securities
or is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolutions or Officer’s Certificate
establishing such series of Senior Securities or the terms of the Senior Securities of such series as contemplated by Section 3.01:


 


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


 






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(2)
default in the payment of the principal of, or premium, if any, on, any Senior Security of such series as and when the same shall
become due and payable, whether at Stated Maturity or otherwise;


 


(3)
default in the deposit of any sinking fund payment or payment under any analogous provisions when due with respect to any Senior
Securities of any series, and the continuance of such default for 30 days;


 


(4)
default in the performance, or breach, of any covenant or warranty of the Company in respect of the Senior Securities of such
series (other than a covenant or warranty a default in the performance of which or the breach of which is elsewhere in this Section
specifically dealt with or that has been expressly included in this Indenture, whether or not by means of a supplemental indenture,
solely for the benefit of Securities of a series other than that series), and continuance of such default or breach (without such
default or breach having been waived in accordance with the provisions of this Indenture) for a period of 90 days after there
has been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Senior Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(5)
the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Company or any Principal
Subsidiary Bank under Title 11 of the United States Code, as now constituted or as hereafter amended, or any other applicable
federal or state bankruptcy, insolvency or reorganization law, or appointing a receiver, trustee or other similar official (except
for the appointment of a conservator) of the Company or any Principal Subsidiary Bank of substantially all of its property, or
ordering the dissolution, winding-up or liquidation of its affairs under any such law and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days;


 


(6)
the filing by the Company or any Principal Subsidiary Bank of a petition or answer or consent seeking relief under Title 11 of
the United States Code, as now constituted or as hereinafter amended, or any other applicable federal or state bankruptcy, insolvency
or reorganization law or other similar law, or the consent by it to the institution of proceedings thereunder or to the filing
of any such petition or to the appointment or taking possession of a receiver, trustee, custodian or other similar official (except
for the appointment of a conservator) of the Company or any Principal Subsidiary Bank of substantially all of its property under
any such law; or


 


(7)
any other event or occurrence that is designated to be an Event of Default provided with respect to Senior Securities of that
series in the supplemental indenture, Board Resolution or Officer’s Certificate that establishes the terms of the series
of such Senior Securities.







 






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(b)
“Event of Default,” wherever used in this Indenture with respect to Subordinated Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) unless such Event of Default is either inapplicable to a particular series of Subordinated
Securities or is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolutions or Officer’s
Certificate establishing such series of Subordinated Securities or the terms of the Subordinated Securities of such series as
contemplated by Section 3.01:


 


(1)
the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Company or any Principal
Subsidiary Bank under Title 11 of the United States Code, as now constituted or as hereafter amended, or any other applicable
federal or state bankruptcy, insolvency or reorganization law, or appointing a receiver, trustee or other similar official (except
for the appointment of a conservator) of the Company or any Principal Subsidiary Bank of substantially all of its property, or
ordering the dissolution, winding-up or liquidation of its affairs under any such law and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days;


 


(2)
the filing by the Company or any Principal Subsidiary Bank of a petition or answer or consent seeking relief under Title 11 of
the United States Code, as now constituted or as hereinafter amended, or any other applicable federal or state bankruptcy, insolvency
or reorganization law or other similar law, or the consent by it to the institution of proceedings thereunder or to the filing
of any such petition or to the appointment or taking possession of a receiver, trustee, custodian or other similar official (except
for the appointment of a conservator) of the Company or any Principal Subsidiary Bank of substantially all of its property under
any such law; or


 


(3)
any other event or occurrence that is designated to be an Event of Default provided with respect to Subordinated Securities of
that series in the supplemental indenture, Board Resolution or Officer’s Certificate that establishes the terms of the series
of such Subordinated Securities.


 


(c)
“Default,” wherever used in this Indenture with respect to Subordinated Securities of any series, means any one of
the following events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body) unless such Default is either inapplicable to a particular series of Subordinated Securities or is specifically
deleted or modified in or pursuant to the supplemental indenture, Board Resolutions or Officer’s Certificate establishing
such series of Subordinated Securities or the terms of the Subordinated Securities of such series as contemplated by Section 3.01:


 






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


 







(2)
default in the payment of the principal of (including any sinking fund payment or analogous obligation), or premium, if any, on,
any Subordinated Security of such series as and when the same shall become due and payable, whether at Stated Maturity or otherwise;


 


(3)
default in the performance, or breach, of any covenant or warranty of the Company in respect of the Subordinated Securities of
such series (other than a covenant or warranty a default in the performance of which or the breach of which is elsewhere in this
Section specifically dealt with or that has been expressly included in this Indenture, whether or not by means of a supplemental
indenture, solely for the benefit of Securities of a series other than that series), and continuance of such default or breach
(without such default or breach having been waived in accordance with the provisions of this Indenture) for a period of 90 days
after there has been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Subordinated Securities of such series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or


 


(4)
any other event or occurrence that is designated to be a Default provided with respect to Subordinated Securities of that series
in the supplemental indenture, Board Resolution or Officer’s Certificate that establishes the terms of the series of such
Subordinated Securities.


 


Section 5.02
Acceleration of Maturity; Rescission and Annulment. Unless the supplemental indenture, Board Resolution or Officer’s
Certificate establishing or evidencing the establishment of a series of Securities or the terms of the Securities of a series
pursuant to this Indenture shall provide otherwise, if an Event of Default (other than, with respect to Senior Securities, an
Event of Default specified in clause (5) or (6) of Section 5.01(a)) with respect to any series of Securities occurs
and is continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities
of such series may declare the principal (or, if Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of the Securities of such series) of all the Securities of such series
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders of Securities),
and upon any such declaration such principal or such lesser amount, as the case may be, shall become immediately due and payable.
If an Event of Default specified in clause (5) or (6) of Section 5.01(a) occurs with respect to any series of Senior
Securities, then the principal amount of all of the Senior Securities of such series Outstanding, or such lesser amount as may
be provided for in the Senior Securities of such series shall become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder of the Senior Securities of such series.


 






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At
any time after a declaration of acceleration with respect to any series of Securities has been made, and before a judgment or
decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such series (voting as one class), by written notice to
the Company and the Trustee, may rescind and annul such declaration and its consequences if:


 


(a)
the Company has paid or deposited with the Trustee a sum sufficient to pay (or, to the extent that the terms of the Securities
of such series established pursuant to Section 3.01 expressly provide for payment to be made in shares of Company Common
Stock or other securities or property, shares of Company Common Stock or other securities or property, together with cash in lieu
of fractional shares or securities, sufficient to pay):


 


(1)
all overdue interest on all Securities of that series that have become due other than by such declaration of acceleration,


 


(2)
the principal of (and premium, if any, on) any Securities of that series which have become due other than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,


 


(3)
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


 


(4)
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, except as a result of negligence or willful misconduct of the Trustee as determined by a court
of competent jurisdiction in a final, non-appealable order,


 


and


 


(b)
all Events of Default or Defaults with respect to Securities of such series, other than the nonpayment of the principal of, or
any premium and interest on, Securities of such 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 Event of Default or Default or impair any right consequent thereon.


 


If
the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee,
then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder,


 






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and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.


 


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


 


Section 5.03
Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


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


 


(b)
default is made in the payment of the principal of (including any sinking fund payment or analogous obligation) or premium, if
any, on any Security of any series, whether upon Stated Maturity or otherwise,


 


the
Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of Securities of such series, the whole amount
then due and payable on Securities of such series for principal, premium, if any, and interest, with interest upon the overdue
principal and premium, if any, and to the extent that payment of such interest is lawful, upon overdue installments of interest,
at the rate or rates prescribed therefor by the terms of the Securities of such series subject, however, to any limitation on
such obligation of the Company to pay such amounts as shall be set forth in the supplemental indenture, Board Resolution or Officer’s
Certificate establishing or evidencing the establishment of a series of Securities or the terms of the series of Securities of
which such Security is a part pursuant to this Indenture; 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, except as a result of negligence or willful misconduct of the Trustee.


 


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


 






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


 


Section 5.04
Trustee May File Proof of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon
the Securities of a series), 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,


 


(a)
to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of a series, of
principal, premium, if any, and interest owing and unpaid in respect of such Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claim of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of such Securities allowed in
such judicial proceeding, and


 


(b)
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and
any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder of Securities 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 Security Holders, to pay to the Trustee any amount due to it for the
reasonable compensation expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee hereunder.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
of Securities 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 of Securities in any such proceeding.


 


Section 5.05
Trustee May Enforce Claims Without Possession of Securities. The Trustee may pursue any remedy available hereunder or
under applicable law in connection herewith, and all rights of action and claims under this Indenture or under the Securities
of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or
the production thereof in any proceeding 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


 



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and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


In
any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of
which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.


 


Section 5.06
Application of Money Collected. Subject to the provisions of Article XV hereof, any money collected by the Trustee pursuant
to this Article with respect to a series of Securities (other than sums held in trust for the benefit of Holders of particular
Securities) 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 of such series 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 (acting in any capacity) hereunder.


 


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


 


THIRD:
The balance, if any, to the Company, or as a court of competent jurisdiction may direct.


 


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:


 


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


 


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


 


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


 


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


 






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(e)
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 aggregate principal amount of the Outstanding Securities of such 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 Holders of Securities
of such Series, 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 of Securities
of such series.


 


Section 5.08
Unconditional Right of Holders to Receive Principal, Premium, Interest and to Convert. Notwithstanding any other provision
in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of
the principal of and 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) at the respective places, at the respective
times and, in the case of any Security that is convertible into or exchangeable for Company Common Stock or other securities or
property, to convert or exchange, as the case may be, such Security in accordance with its terms to institute suit for the enforcement
of any such payment and right to convert, 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 of any Security 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 of any Security, then and in every such case, the Company, the Trustee and the Holders
of any Securities shall, subject to any determination in such proceeding, 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 of any Securities 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 or Default shall impair any such right or remedy or constitute a waiver of or acquiescence
in any such Event of Default or Default. Every right and remedy given by this Article or by law to the Trustee or to the Holders


 






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of any Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.


 


Section 5.12
Control By Holders. The Holders of a majority in aggregate 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 under this Indenture, with respect to the Securities of such series,
provided that:


 


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


 


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


 


(c)
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the
proceedings so directed would expose the Trustee to personal liability or would be unduly prejudicial to the Holders of Securities
of that series not joining in such direction.


 


Section 5.13
Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:


 


(a)
in the payment of the principal of or any premium or interest on any Security of such series, or in the payment of any sinking
fund installment or analogous obligation with respect to Securities of such series, or


 


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


 


Upon
any such waiver, such default shall cease to exist, and any Event of Default or Default arising from such default shall be deemed
to have been cured for every purpose in respect of the Securities of such series under 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. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Company, to any suit instituted by


 






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the Trustee, to any suit instituted by any Holder
of any Security, or group of Holders of any Security, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of Securities for the enforcement of the payment of the principal
of, premium, if any, or interest of any Security on or after the respective Stated Maturities expressed in such Security (or,
in the case of redemption, on or after the Redemption Date) or for the enforcement of the right, if any, to convert or exchange
any Security into other securities in accordance with its terms.


 


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
VI 


The
Trustee


 


Section 6.01
Certain Duties and Responsibilities.


 


(a)
Except during the continuance of an Event of Default or Default,


 


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


 


(2)
the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


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


 






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(c)
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable
order, except that:


 


(1)
this Subsection shall not be construed to limit the effect of Subsection (a) of this Section 6.01;


 


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


 


(3)
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series determined as provided
in Sections 1.04 and 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
series; and


 


(4)
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or security and indemnity acceptable to the Trustee against such risk or liability
is not reasonably assured to it.


 


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


 


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


 


Section 6.02
Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any series
and if it is known to the Trustee as described in Section 6.03(j), within 90 days after the occurrence of any such Default
or Event of Default hereunder, the Trustee shall transmit in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such Default or Event of Default shall have
been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal
of or premium, if any, or interest on any Security of such series, or in the payment of any sinking fund installment or analogous
obligation with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so
long as the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of Securities
of such series; and provided, further, that in the case of any Default of the character specified in Section 5.01(c)(3)


 






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(insofar
as such Default relates to a series of Subordinated Securities), or Event of Default of the character specified in Section 5.01(a)(4)
(insofar as such Event of Default relates to a series of Senior Securities), no such notice to Holders of Securities of such series
shall be given until at least 60 days after the occurrence thereof.


 


Section 6.03
Certain Rights of Trustee. Except as otherwise provided in Section 6.01:


 


(a)
the Trustee may conclusively rely and shall be fully 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties;


 


(b)
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
(in each case, other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.03
which shall be sufficiently evidenced as provided therein), and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution;


 


(c)
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed)
may, rely upon an Officer’s Certificate;


 


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


 


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


 


(f)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee 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, during
business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney,
at the expense of the Company;


 






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


 


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


 


(i)
before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel conforming
to Section 1.02 or both, and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance
on the certificate or opinion;


 


(j)
the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of
the Trustee shall have received written notice at its Corporate Trust Office from the Company or by the Holders of at least 25%
in the aggregate principal amount of the Outstanding Securities of the applicable series referencing the Securities and this Indenture
or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively
assume that there is no Event of Default;


 


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


 


(l)
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and each of the
Trustee’s officers, directors, agents and employees; and


 


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


 


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 the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities
except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, subject to the terms hereof,
authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility
on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 






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Section 6.05 May
Hold Securities. The Trustee, 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, 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:


 


(a)
to pay to the Trustee (acting in any capacity) from time to time such compensation as shall be agreed to in writing between the
Company and the Trustee 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);


 


(b)
except as 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 shall be determined
to have been caused by its own bad faith, negligence or willful misconduct, as determined by a court of competent jurisdiction
in a final, non-appealable order; and


 


(c)
to indemnify the Trustee (acting in any capacity) for, and to hold it harmless against, any loss, liability, claim, damage or
reasonable expense incurred without negligence or willful misconduct on its part, as determined by a court of competent jurisdiction
in a final, non-appealable order, arising out of or in connection with its execution and administration of this agreement and
the acceptance and administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.


 


When
the Trustee incurs expenses or renders services in connection with an Event of Default specified by Sections 5.01(a)(5), 5.01(a)(6),
5.01(b)(1) or Section 5.01(b)(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 and the Trustee shall have a right of payment prior to the payment of principal, interest and premium, if
any, on the Notes hereunder for any amounts owing to the Trustee hereunder.


 


The
provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.


 






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Section
6.08 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, but only to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect
to Securities of more than one series. There shall be excluded from the terms of Section 310(b) of the Trust Indenture Act any
indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section 310(b) are met.


 


Section
6.09 Corporate Trustee Required; Eligibility. There shall at all times be 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.
Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company
shall serve as the trustee for Securities of any series issued hereunder. 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.


 


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


 


(b)
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. 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, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


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


 


(d)
If at any time:


 






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(1)
the Trustee shall fail to comply with the obligations imposed on it under Section 310(b) of the Trust Indenture Act with respect
to Securities of any series after written request therefor by the Company or by any Holder of a Security of such series who has
been a bona fide Holder of a Security of such series 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 a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the Company by
a Board Resolution may remove the Trustee with respect to all Securities or the Securities of such series, or (B) subject to Section
5.14 and 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 


(e) If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 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 and accepted such appointment within 30
days of the mailing of such notice of resignation, any Holder who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such series.


 


(f) The Company
shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner
provided in Section 1.06. 






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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. Every successor Trustee appointed hereunder 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 with respect to all series as to which it is thereby resigning as Trustee and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the resigning
Trustee with respect to all or any such series; but, on request of the Company or such successor Trustee, such resigning Trustee
shall, upon payment of its outstanding charges and expenses, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee with respect to all or any such series, and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to all or any
such series, subject nevertheless to its lien, if any, provided for in Section 6.07. Upon reasonable 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.


 


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 any applicable series may execute and deliver an indenture
supplemental hereto containing such provisions as shall be deemed necessary or desirable to confirm that all rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of any series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and adding to or changing 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 any 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. No successor Trustee with respect to any series of Securities shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and eligible with respect to such series under this Article.
No retiring or removed Trustee shall have any liability or responsibility for the action or inaction of any successor Trustee.


 


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. If 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






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Trustee had itself authenticated such Securities. If any Securities shall not have been authenticated by such
predecessor Trustee, then any such successor Trustee may authenticate and deliver such Securities in either its own name or that
of its predecessor Trustee.


 


Section 6.13 Preferential
Collection of Claims Against. The Trustee shall comply with the requirements of Section 311 of the Trust Indenture Act
and any rules promulgated by the Commission thereunder.


 


Article VII 


Holders’ Lists and Reports by Trustee
and Company


 


Section 7.01 Company
to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company
will furnish or cause to be furnished to the Trustee:


 


(a) semi-annually and
not more than ten days after each Regular Record Date for a series of Securities, 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 such Regular Record Date, and


 


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


 


provided, however, no such list need be furnished
if the Trustee shall also be the Security Registrar.


 


Section 7.02 Preservation
of Information; Communications to Holders. The Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of 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, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c)
of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be
held accountable by reason of delivery of any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.


 


Section 7.03 Reports
by Trustee.


 


(a) Within 60 days after
May 15 of each year commencing with the May 15th following the date of this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act, a brief report, if required by and in compliance
with Section 313(a) of the Trust Indenture Act; provided, however, that if no event described in Section 313(a) of the Trust Indenture
Act has occurred within twelve months preceding the reporting date with respect to






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a series of Securities, no report need be transmitted
to Holders of such series. The Trustee also shall comply with Section 313(b) and Section 313(c) of the Trust Indenture Act.


 


(b) Reports pursuant to
this Section shall be transmitted in the manner and to the Persons required by Section 313(c) and Section 313(d) of the Trust Indenture
Act. The Company will notify the Trustee whenever any Securities are listed or delisted on any stock exchange.


 


Section 7.04 Reports
by Company. The Company shall comply with the provisions of Section 314(a) of the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be deemed to have been filed with the Trustee upon submission by the Company to the Commission of such information, documents
or reports, but only so long as such information, documents or reports are publicly available through the Commission’s Electronic
Data Gathering, Analysis and Retrieval system. Delivery to the Trustee of any reports, information and documents required by this
section 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 Officer’s Certificates).
The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report required hereunder except
for any report required under Section 7.03 hereof.


 


Article VIII 


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 with or into any other Person
or sell, lease or otherwise transfer all or substantially all of its properties and assets to any Person, unless:


 


(a) either (i) the Company
is the surviving entity or (ii) the resulting, surviving or transferee entity formed by such consolidation or with or into which
the Company is merged or which acquires or leases all or substantially all of the Company’s properties and assets is a corporation,
partnership, trust or limited liability company organized and existing under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by a supplemental indenture (in form and substance reasonably satisfactory to the
Trustee) all of the Company’s obligations in connection with the Securities and this Indenture;


 


(b) no Default or Event
of Default exists or will exist immediately after giving effect to such transaction; and


 


(c) the Company delivers
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture






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comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


For purposes of the foregoing,
the transfer (by lease, assignment, sale or otherwise), directly or indirectly, of the properties and assets, substantially as
an entirety, of one or more Subsidiaries of the Company, the Company’s interest in which constitutes the Company’s
properties and assets substantially as an entirety, shall be deemed to be the transfer of the Company’s properties and assets
substantially as an entirety.


 


Section 8.02 Successor
Substituted. Upon any consolidation of the Company with, or merger of the Company with or 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 with 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, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities (except in the case of a lease).
In the event of any such conveyance or transfer (but not in the case of a lease), the Person named as the “Company”
or any successor which shall theretofore have become such in the manner prescribed in this Article may be dissolved, wound-up and
liquidated at any time thereafter.


 


Article IX 


Supplemental Indentures


 


Section 9.01 Supplemental
Indentures Without Consent of Holders. Without the consent of any Holders of any Securities, the Company, when authorized
by or pursuant to 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:


 


(a) to evidence the succession
of another Person to the Company and the assumption by any such successor of the covenants and obligations of the Company herein
and in the Securities; or


 


(b) 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; provided that such action shall not adversely affect
the interests of the Holders of the Securities of any series then Outstanding; or


 


(c) 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 uncertificated or global form; or


 



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(d) to establish any series
of Securities and the form or terms of Securities of any series as permitted by Section 2.01 and Section 3.01, including, without
limitation, but solely insofar as it relates to Subordinated Securities, any subordination provisions and any deletions from or
additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not
be applicable to any other Series of Securities then Outstanding); or


 


(e) 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


 


(f) 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 other provisions shall
not adversely affect the interests of the Holders of Securities of any series then Outstanding in any material respect; or


 


(g) to amend, supplement,
add or eliminate any provision contained herein or in any supplemental indenture or in any Securities (which amendment or supplement
may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental
indenture or indentures), provided that such amendment, supplement, addition or elimination does not apply to any Outstanding Security
issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or


 


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


 


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


 


(j) (i) to cure or reform
any ambiguity, mistake, manifest error, omission, defect or inconsistency, provided that curing or reforming any such ambiguity,
mistake, manifest error, omission, defect or inconsistency shall not adversely affect the interests of the Holders of Securities
of any series then Outstanding in any material respect, or (ii) to conform the text of any provision herein or in any indenture
supplemental hereto or in any Security to any description thereof in a prospectus, prospectus supplement or other offering document.


 


The Trustee with respect
to any series of Securities affected by such supplemental indenture is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall


 



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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 9.02 Supplemental
Indentures with Consent of Holders. With the consent of the Holders of 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 the Securities of such series or of or of modifying in any manner the rights of the Holders of Securities of each 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,


 


(a) 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, currencies or currency
unit 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) in
each case as such Stated Maturity, Redemption Date or date of repayment may, if applicable, be extended in accordance with the
terms of such Security, or in the case of any Security that is convertible into or exchangeable for Company Common Stock or other
securities or property, or in the case of any Security that is convertible into or exchangeable for Company Common Stock or other
securities or property, adversely affect the right to convert or exchange any such Security in accordance with its terms, or


 


(b) change any redemption,
repurchase, conversion or exchange provisions applicable to any Outstanding Security in any manner that is adverse to the holders
thereof, or


 


(c) 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


 


(d) modify any of the
provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby, or


 


(e) modify any of the
provisions of Article XV hereof.


 



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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.


 


Anything in this Indenture
to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company shall be entitled to enter into
a supplemental indenture under this Section 9.02 with respect to any one or more series of Outstanding Securities without entering
into a supplemental indenture with respect to any other series of Outstanding Securities.


 


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 and Officer’s Certificate stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture
will constitute the valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles. 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 pursuant to the provisions of this Article
IX, this Indenture shall be deemed to be modified and amended in accordance therewith, but only with regard to the Securities of
each series affected by such supplemental indenture, and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee for the Securities of such series, the Company and the Holders of any Securities
of such series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes with regard to the Securities of such series.


 


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


 



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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 Company, to any such supplemental indenture may be prepared and executed
by the Company, and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Section 9.07 Subordination
Unimpaired. No supplemental indenture entered into under this Article IX shall modify, directly or indirectly, the provisions
of Article XV or the definition of Senior Indebtedness in Section 1.01 or establish a definition of Senior Indebtedness pursuant
to Section 3.01(t) in connection with any series of Securities, in any manner that might alter or impair the subordination of the
Subordinated Securities with respect to Senior Indebtedness then outstanding, unless each holder of such Senior Indebtedness has
consented thereto in writing.


 


Article X 


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. Each installment of interest on the Securities of any series or an Interest Payment
Date may be paid by mailing checks for such interest payable to or upon the written order of the Holders of Securities entitled
thereto as they shall appear on the registry books of the Company.


 


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 Securities of such series may be surrendered for conversion and an agency where
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. With respect
to a Place of Payment that is in the same location as the Corporate Trust Office, the Company hereby appoints the Corporate Trust
Office as its initial office or agency for the purposes of this Section 10.02. 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 and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands (which shall not include service of process).


 


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


 



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the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency.


 


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 for any series
of Securities, it will, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of
such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the applicable currency
sufficient to pay the principal, premium or 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, premium, if any,
or interest on any Securities of such series deposit, subject to Section 12.03, with a Paying Agent a sum in the applicable currency
sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.


 


The Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee and the Company, subject to the provisions of this Section, that such Paying Agent
will:


 


(a) hold all sums held
by it for the payment of principal of or premium, if any, or any interest on Securities of such series in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to said Persons or otherwise disposed of as herein provided;


 


(b) give the Trustee notice
of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal
of, premium or interest on the Securities of such series; and


 


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


 


To the extent that the
terms of any Securities established pursuant to Section 3.01 provide that any principal of, or premium or interest, if any, on
any such Securities is or may be payable in other securities or property, then the provisions of this Section 10.03 shall apply,
mutatis mutandis, to such other securities or property.


 


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 terms as those upon which such sums were held by the Company or such Paying Agent;


 



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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 sums.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or premium, if any,
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, not later than 30 days after the Company’s request for such repayment, at the expense of the Company,
cause to be published once, in an Authorized Newspaper in the Place of Payment for such series, 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 Certification
of Compliance of the Company.


 


(a) The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in
or accompanied by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer or
the principal accounting officer of the Company, stating whether or not, to the best of his or her knowledge, the Company is in
default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice
requirements or periods of grace) and if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which he or she may have knowledge.


 


(b) The Company will,
so long as any Security of any series is Outstanding, promptly upon becoming aware of any Default or Event of Default with respect
to such series, notify the Trustee shall comply with the provisions of Section 314(a)(4) of the Trust Indenture Act.


 


Section 10.05 Existence.
Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
the corporate existence and material rights (charter and statutory) of the Company and its Principal Subsidiary Banks; provided,
however, that the Company shall not be required to, or to cause any such Principal Subsidiary Bank to, preserve any such right
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 respects to the Holders.


 


Section 10.06 Waiver
of Covenants. The Company may omit in respect of any series of Securities in any particular instance to comply with any
covenant or condition set forth in Section 10.05 hereof, with respect to the Securities of any series and, if expressly provided
pursuant to Section 3.01, any






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additional covenants applicable to the Securities of such series, if before or after the time for
such compliance the Holders of a majority in principal amount of the Securities of such series at the time Outstanding shall, by
Act of such Holders of Securities, either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


 


Article XI 


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, 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 (identified by CUSIP or ISIN, as applicable) and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.


 


Section 11.03 Selection
by Trustee of Securities to Be Redeemed. Unless otherwise specified as contemplated by Section 3.01, if less than all the
Securities of any series are to be redeemed the Securities to be redeemed shall be selected by lot by the Depositary (or otherwise
in accordance with the procedures of such Depositary) in the case of Securities represented by a Global Security, or, in the case
of Securities not represented by a Global Security (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, pro rata or 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






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for redemption in accordance with the preceding sentence. So long as the Securities are represented by a Global Security
neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.


 


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


 


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 electronic means or first-class mail, postage prepaid, delivered
not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to
be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security Register. Failure to give notice
in the manner herein provided to the Holder of any Securities designated for redemption as a whole or in part, or any defect in
the notice to any such Holder, shall not affect the validity of the proceeding for the redemption of any other Securities or portions
thereof. Any notice that is delivered to the Holder of any Securities in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not such Holder receives the notice.


 


All notices of redemption
shall identify the Securities to be redeemed and shall state:


 


(a) the Redemption Date
and the CUSIP or ISIN, as applicable,


 


(b) the Redemption Price,
or, if the Redemption Price cannot be calculated until a date subsequent to the applicable notice of redemption, the formula or
other methodology for calculating the Redemption Price,


 



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(c) if less than all the
Outstanding Securities of any series and of a specified tenor 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 and of a specified tenor consisting of a single Security
are to be redeemed, the principal amount of the particular Security to be redeemed,


 


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


 


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


 


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


 


(g) in the case of Securities
of any series that are convertible or exchangeable into Company Common Stock or other securities or property, the then current
conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities
of such series to be redeemed will commence or terminate, as applicable, and the place or places where and the Persons to whom
such Securities may be surrendered for conversion or exchange, and


 


(h) if the Redemption
Price or any portion thereof shall be payable, at the option of the Company or any Holders, in cash or in Company Common Stock
or other securities or property (or a combination thereof), a statement as to whether the Company has elected to pay the Redemption
Price in cash or Company Common Stock or other securities or property or a combination thereof and, if applicable, the portion
of the Redemption Price that is to be paid in cash, Company Common Stock or other securities or property.


 


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 and provision
of such notice information 5 Business Days prior to the giving of such notice to the Holders (unless a shorter period shall be
acceptable to the Trustee), by the Trustee in the name and at the expense of the Company and shall not be revocable.


 


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
in the applicable currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portion thereof which are to be redeemed on that date other than any Securities
called for redemption on that date which have been converted or exchanged prior to such Redemption Date.


 


If any Security called
for redemption is converted or exchanged, any money deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security


 



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shall (subject to any right of the Holder of such Security or any Predecessor Security
to receive interest as provided in the last paragraph of Section 3.07) be paid to the Company upon Company Request or, if then
held by the Company, shall be discharged from such trust.


 


Section 11.06 Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed (except,
in the case of Securities which are convertible or exchangeable into Company Common Stock or other securities or property, any
such Securities which shall have been so converted or exchanged prior to the applicable Redemption Date) shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption
Price, together with, unless otherwise provided in or pursuant to this Indenture, any accrued and unpaid interest thereon to but
excluding the Redemption Date; provided, however, that, unless otherwise specified in or pursuant to this Indenture of the Securities
of such series, installments of interest on Securities 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 Regular
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. If a Security in global
form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Security
in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security
in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.


 


Article XII 


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.


 



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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 a credit Securities of a series which have been converted or exchanged pursuant
to this Indenture or the Securities or which have been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided
that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result
of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section, the principal amount of
Securities of such series to be redeemed in order to exhaust the aforesaid cash payment is less than $100,000, the Trustee need
not call Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent
shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be released to the Company.


 


Section 12.03 Redemption
of Securities for Sinking Fund. Not less than 60 days 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 mandatory 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 the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and stating the basis
for such credit and that such Securities have not been previously so credited and will also deliver to the Trustee any Securities
to be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 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


 



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redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.06 and 11.07.


 


Article XIII 


Defeasance and Covenant Defeasance


 


Section 13.01 Company’s
Option to Effect Defeasance or Covenant Defeasance. The Company may elect, at its option at any time, to have Section 13.02
or Section 13.03 applied to any Securities or any series of Securities, 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.


 


Section 13.02 Defeasance
and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities
or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations 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, and with respect to the Trustee under Section 6.07 and with respect to any rights of Holders of such Securities
to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Company Common Stock or
other securities or property as may be provided with respect to any Security or series of Securities, (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 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 Securities or
any series of Securities, as the case may be, (1) the Company shall be released from its respective obligations under Sections
10.04 and 10.05, and any covenants provided pursuant to Sections 9.01 for the benefit of the Holders of such Securities and (2)
the occurrence of any default thereunder shall be deemed not to be or result in an Event of Default 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
(to the extent so


 



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specified in the case of Sections 5.01(a)(4), 5.01(a)(7), 5.01(b)(3) and 5.01(c)(3)), 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.


 


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 Securities or any series of Securities, as the case may be:


 


(a) The Company shall
irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money
in the applicable currency in an amount, or (B) in the case of Securities payable in U.S. dollars, 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 to pay and discharge, the principal of and any
premium and interest on such Securities in the applicable currency on the respective Stated Maturities or on any Redemption Date
established pursuant to Section 11.02 above, 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.


 


(b) In the event of an
election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (B) since the date of this 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 and
beneficial owners of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit
and Defeasance and will be subject to federal income tax on






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the same amount, in the same manner and at the same times as would
be the case if such deposit and Defeasance were not to occur.


 


(c) In the event of an
election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners 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.


 


(d) No Event of Default
or 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(a)(5), 5.01(a)(6), 5.01(b)(1) and 5.01(b)(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).


 


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


 


(f) 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.


 


(g) If the Securities are to be redeemed
prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. 


 


(h) The Company shall
have delivered to the Trustee an Officer’s 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
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.


 



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The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against any 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.


 


Section 13.06 Repayment
to the Company. Anything in this Article XIII to the contrary notwithstanding, the Trustee or the Paying Agent shall deliver
or pay to the Company from time to time upon Company Request any cash or U.S. Government Obligations held by it as provided in
Section 13.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. The final paragraph of Section 10.03
hereof shall apply with respect to amounts held by the Trustee as provided in Section 13.04 hereof.


 


Section 13.07 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 XIV 


Meetings of Holders of Securities


 


Section 14.01 Purposes
of Meetings. A meeting of Holders of Securities of any or all series may be called at any time and from time to time pursuant
to the provisions of this Article XIV for any of the following purposes:


 


(a) to give any notice
to the Company or the Trustee for the Securities of such series, or to give any directions to the Trustee for such series, or to
consent to the waiving of any default hereunder and its


 



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consequences, or to take any other action authorized to be taken by Holders
pursuant to any of the provisions of Article V;


 


(b) to remove the Trustee
for such series and nominate a successor trustee pursuant to the provisions of Article VI;


 


(c) to consent to the
execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or


 


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


 


Section 14.02 Call
of Meetings by Trustee. The Trustee for the Securities of any series may at any time call a meeting of Holders of Securities
of such series to take any action specified in Section 14.01 to be held at such time and at such place in the Borough of Manhattan,
the City of New York or the County of York, Pennsylvania as the Trustee shall determine. Notice of every meeting of the Holders
of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given to Holders of Securities of such series in the manner and to the extent provided in Section
1.06.


 


Section 14.03 Call
of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in aggregate principal amount of the Outstanding Securities of any or all series, as the case may be, shall have requested
the Trustee for such series to call a meeting of Holders of Securities of any or all series, as the case may be, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee for such series shall not have
given the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the
time and the place in the Borough of Manhattan, or other place, for such meeting and may call such meeting to take any action authorized
in Section 14.01 by giving notice thereof as provided in Section 14.02.


 


Section 14.04 Qualifications
for Voting. To be entitled to vote at any meeting of Holders a person shall be (a) a Holder of one or more Securities with
respect to which such meeting is being held or (b) a person appointed by an instrument in writing as proxy by such Holder. The
only persons who shall be entitled to be present or to speak at any meeting of Holders shall be the persons entitled to vote at
such meeting and their counsel and any representatives of the Trustee for the Securities of the series with respect to which such
meeting is being held and its counsel and any representatives of the Company and their counsel.


 


Section 14.05 Regulations.
Notwithstanding any other provisions of this Indenture, the Trustee for the Securities of any series may make such reasonable regulations
as it may deem advisable for any meeting of Holders of the Securities of such series, in regard to proof of the holding of Securities
of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of


 



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votes, the submission
and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem appropriate.


 


The Trustee shall, by
an instrument in writing, appoint a temporary chairman of the meeting unless the meeting shall have been called by the Company
or by Holders of the Securities of such series as provided in Section 14.03, in which case the Company or the Holders calling the
meeting as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


 


At any meeting each Holder
of Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each 1,000 (in
the currency, currency unit or composite currency in which such Securities are denominated) principal amount (in the case of Original
Issue Discount Securities, such principal amount to be determined as provided in the definition of “Outstanding”) of
Securities of such series held or represented by it; provided, however, that no vote shall be cast or counted at any meeting in
respect of any such Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by it or instruments
in writing aforesaid duly designating it as the Person to vote on behalf of other Holders of such series. At any meeting of Holders,
the presence of Persons holding or representing Securities with respect to which such meeting is being held in an aggregate principal
amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum,
but, if less than a quorum is present, the Persons holding or representing a majority in aggregate principal amount of such Securities
represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had
been present. Any meeting of Holders of Securities with respect to which a meeting was duly called pursuant to the provisions of
Section 14.02 or Section 14.03 may be adjourned from time to time by a majority of such Holders present, whether or not constituting
a quorum, and the meeting may be held as so adjourned without further notice.


 


Section 14.06 Voting.
The vote upon any resolution submitted to any meeting of Holders of Securities with respect to which such meeting is being held
shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and
the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate
of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was delivered as provided
in Section 14.02. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the


 



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Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.


 


Section 14.07 No
Delay of Rights by Meeting. Nothing contained in this Article XIV shall be deemed or construed to authorize or permit by
reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance
or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions
of this Indenture or of the Securities of any series.


 


Article XV 


Subordination


 


Section 15.01 Securities
Subordinated To Senior Indebtedness. The Company covenants and agrees, and each Holder of Subordinated Securities, by its
acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Subordinated Securities and the payment
of the principal of (and premium, if any) and interest on each of the Subordinated Securities is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness.


 


Anything in this Indenture
or in the Subordinated Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Subordinated
Securities shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Senior
Indebtedness:


 


(a) In the event of any
insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization, arrangement or other similar proceedings
in connection therewith, relative to the Company or to its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding-up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness
shall be entitled to receive payment in full of all principal, premium and interest on, or other amounts in respect of, all Senior
Indebtedness before the Holders of the Subordinated Securities are entitled to receive any payment on account of principal, premium,
if any, or interest upon the Subordinated Securities, and to that end (but subject to the power of a court of competent jurisdiction
to make other equitable provisions reflecting the rights conferred in the Subordinated Securities upon Senior Indebtedness and
the Holders thereof with respect to the subordinated indebtedness represented by the Subordinated Securities and the Holders hereof
by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive
for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities,
which may be payable or deliverable in any such proceedings in respect of the Subordinated Securities after giving effect to any
concurrent payment or distribution in respect of such Senior Indebtedness, except for any payment or distribution of (i) securities
which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding and (ii) funds
from a defeasance trust created pursuant to this Indenture (“Exempted Distributions”);


 



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(b) In the event that
the Subordinated Securities of any series are declared or otherwise become due and payable before their expressed maturity because
of the occurrence of an Event of Default hereunder (under circumstances when the provisions of the foregoing clause (a) or the
following clause (c) shall not be applicable), then the holders of Senior Indebtedness outstanding at the time such Subordinated
Securities so become due and payable because of such occurrence of an Event of Default hereunder shall, so long as such declaration
has not been rescinded and annulled pursuant to Section 5.02, be entitled to receive payment in full of all principal of, and premium
and interest on or other amounts in respect of, all such Senior Indebtedness before the Holders of such Subordinated Securities
are entitled to receive any payment on account of principal of, premium, if any, or interest on, such Subordinated Securities;
provided, however, nothing herein shall prevent the Holders of Subordinated Securities from seeking any remedy allowed at law or
at equity so long as any judgment or decree obtained thereby makes provision for enforcing this clause; and


 


(c) In the event that
any default shall occur and be continuing, in each case, with respect to any Senior Indebtedness permitting the holders of such
Senior Indebtedness to accelerate the maturity thereof, if either


 


(i)
written notice of such default shall have been received by the Company and the Trustee, provided that judicial proceedings shall
be commenced in respect of such default within 180 days in the case of a default in payment of principal, premium, if any, or
interest and within 90 days in the case of any other default after the giving of such notice, and provided further that only one
such notice shall be given pursuant to this Section 15.01(c) in any twelve month period, or


 


(ii)
judicial proceedings shall be pending in respect of such default,


 


then the Holders of the Subordinated Securities
and the Trustee for the benefit of the Holders shall not be entitled to receive any payment on account of principal thereof, or
premium, if any, or interest thereon (including any such payment which would cause such default) unless payment in full of all
principal of, and premium and interest on or other amounts in respect of, such Senior Indebtedness shall have been made or provided
for unless and until such default shall have been cured or waived or shall have ceased to exist. The Trustee, forthwith upon receipt
of any notice received by it pursuant to this Section 15.01(c), shall, as soon as practicable, send a notice thereof to each Holder
of Subordinated Securities at the time outstanding as the names and addresses of such Holders appear on the Security Register.
In case despite the foregoing provisions, any payment or distribution other than Exempted Distributions shall, in any such event,
be paid or delivered to any Holder of the Subordinated Securities or to the Trustee for its benefit before all Senior Indebtedness
shall have been paid in full, such payment or distribution shall be held in trust for and so paid and delivered to the holders
of Senior Indebtedness (or their duly authorized representatives) until all Senior Indebtedness shall have been paid in full.


 



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The Company shall give
written notice to the Trustee within five days after the occurrence of any insolvency, bankruptcy, receivership, liquidation, reorganization,
arrangement or similar proceeding of the Company or any voluntary liquidation, dissolution or winding up proceeding within the
meaning of this Section 15.01. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee,
subject to the provisions of Section 315(a) through 315(b) of the Trust Indenture Act, and the Holders of the Subordinated Securities
shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other
liquidating agent making such payment or distribution, delivered to the Trustee or to the Holders of the Subordinated Securities,
for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XV.


 


The Trustee shall be entitled
to conclusively rely on the delivery to it of a written notice by a person representing (as evidenced by such holder to the satisfaction
of the Trustee) itself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder similarly as evidenced
to the satisfaction of the Trustee) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee
or agent on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required
with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant
to this Section 15.01, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such
payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.01, and if such evidence
is not furnished, the Trustee may defer any payment or distribution to such person pending judicial determination as to the right
of such person to receive such payment or distribution.


 


In the event that, notwithstanding
the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
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 subordinate to the payment of the Subordinated Securities, shall be received by the Trustee or Holders of
the Subordinated Securities which, in accordance with the terms of this Article XV should be payable to the holders of Senior Indebtedness
and if such fact shall, at or prior to the time of such payment or distribution have been actually known by the Trustee or, as
the case may be such Holder, then upon such actual knowledge, such payment or distribution shall be paid over by the Trustee or
such Holders, as the case may be, to the holders of such Senior Indebtedness (or the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment of assets of the Company).


 


Section 15.02 Subrogation.
Subject to the payment in full of all Senior Indebtedness to which the indebtedness evidenced by the Subordinated Securities is
in the circumstances subordinated as provided in Section 15.01, the Holders of the Subordinated Securities shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of


 



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the Company applicable to such Senior Indebtedness until all amounts owing on the Subordinated Securities shall be paid in full.
As between the Company, its creditors other than holders of such Senior Indebtedness, and the Holders of the Subordinated Securities,
no such payment or distribution made to the holders of such Senior Indebtedness by virtue of this Article XV which otherwise would
have been made to the Holders of the Subordinated Securities shall be deemed to be a payment by the Company on account of such
Senior Indebtedness, it being understood that the provisions of this Article XV are and are intended solely for the purpose of
defining the relative rights of the Holders of the Subordinated Securities on the one hand, and the holders of the Senior Indebtedness,
on the other hand and, in the case of Section 15.10, the holders of other unsecured subordinated indebtedness.


 


Section 15.03 Obligation
of Company Unconditional.


 


Nothing contained in this
Article XV or elsewhere in this Indenture or in the Subordinated Securities,


 


(a) is intended to or
shall impair as between its creditors other than the holders of Senior Indebtedness and the Holders of the Subordinated Securities,
the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Subordinated Securities the principal
of (and premium, if any) and interest on the Subordinated Securities as and when the same shall become due and payable in accordance
with their terms,


 


(b) is intended to or
shall affect the relative rights of the Holders of the Subordinated Securities and creditors of the Company other than the holders
of Senior Indebtedness, or


 


(c) prevents the Trustee
or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such remedy.


 


Upon any payment or distribution
of assets of the Company referred to in this Article XV, the Trustee and the Holders of the Subordinated Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation,
bankruptcy, insolvency or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other person making any
payment or distribution, delivered to the Trustee or to the Holders of the Subordinated Securities, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness, and other indebtedness
of the Company the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto
or to this Article XV.


 


Section 15.04 Rights
of Holders Not Impaired. Nothing contained in this Article XV or elsewhere in this Indenture, or in any of the Subordinated
Securities, shall (a) affect the obligation of the






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Company to make, or prevent the Company from making, payment of the principal
of (or premium, if any), or interest on, the Subordinated Securities in accordance with the provisions hereof and thereof, except
as otherwise provided in this Article XV; (b) affect the relative rights of Holders of the Subordinated Securities and creditors
of the Company other than the holders of Senior Indebtedness; (c) prevent the Holder of any Subordinated Security or the Trustee
from exercising all remedies otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under
this Article XV of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the
exercise of such remedy; or (d) prevent the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder
to the payment of or on account of the principal of, or premium, if any, or interest on the Subordinated Securities or prevent
the receipt by the Trustee or any Paying Agent of such moneys, if, prior to the third Business Day of such deposit, the Trustee
or such Paying Agent did not have written notice of any event prohibition the making of such deposit by the Company.


 


Section 15.05 Effectuation
of Subordination by Trustee. Each Holder of Subordinated Securities, by its acceptance thereof, authorizes and directs
the Trustee on its behalf, subject to the terms hereof, to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XV and appoints the Trustee as its attorney-in-fact for any and all such purposes.


 


Section 15.06 Knowledge
of Trustee. Notwithstanding the provisions of this Article XV or any other provisions of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the
Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof from the Company, any Holder of the Subordinated Securities, any paying agent of the Company or the holder
or representative of any class of Senior Indebtedness.


 


Section 15.07 Trustee’s
Relation To Senior Indebtedness. Except as otherwise provided in the Trust Indenture Act, the Trustee shall be entitled
to all the rights set forth in this Article XV with respect to any Senior Indebtedness at the time held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder. Notwithstanding anything in this Indenture or in the Subordinated Securities, nothing in this Article XV shall apply to
or limit claims of or payment to the Trustee under or pursuant to Sections 5.06 and 6.07.


 


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


 


No recourse may be taken
with respect to the obligations of the Company or the Trustee against the Trustee in its individual capacity and the Trustee shall
have no liability or responsibility for the action


 



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or inaction of any trustee in connection with the Senior Indebtedness or otherwise
any liability or responsibility for the Senior Indebtedness.


 


Section 15.08 Rights
Of Holders Of Senior Indebtedness Not Impaired. No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any non-compliance by the Company with the terms, provisions or covenants of this Indenture, regardless
of any knowledge thereof any such holder may have or be otherwise charged with.


 


Section 15.09 No
Waiver of Default or Event of Default. The failure to make a payment pursuant to the Subordinated Securities by reason
of any provision in this Article XV shall not be construed as preventing the occurrence of a Default or any Event of Default.


 


Section 15.10 Securities
to Rank Pari Passu with All Other Unsecured Subordinated Indebtedness.


 


Subject to the provisions
of this Section and to any provisions established or determined with respect to Subordinated Securities of any series pursuant
to Section 3.01, the Subordinated Securities shall rank at least pari passu in right of payment with all other unsecured subordinated
indebtedness of the Company.


 


Article XVI 


Immunity of Incorporators, Stockholders,
Officers and Directors


 


Section 16.01 Exemption
from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon otherwise in respect thereof, shall be had against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or the Trustee or of any predecessor or successor corporation, either
directly or through the Company or the Trustee, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood and agreed that this Indenture and the obligations issued
hereunder are solely corporate obligations of the Company and that no such personal liability whatever shall attach to, or is or
shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or the Trustee or of any
predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom,
and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and
all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration
for, the execution and delivery of this Indenture and the issue of such Securities.


 



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


	 	 	 	 
	 	 	CODORUS VALLEY BANCORP, INC.	 
		 	 	 	 
	 	By:	 	 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	[_____________________________________], as Trustee
	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 




 



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