Exhibit 4.5


 


FIRST FOUNDATION INC.


 


TO


 


_____________________________________, Trustee


 


Form of Indenture


 


Dated as of _________, 20__


 


SUBORDINATED DEBT SECURITIES


 






     


     


    

 


CERTAIN SECTIONS OF THIS INDENTURE RELATING

TO SECTIONS 3.10 THROUGH 3.18, INCLUSIVE,

OF THE TRUST INDENTURE ACT OF 1939:


 


	TRUST INDENTURE 

ACT SECTION	INDENTURE 

SECTION
	ss. 310	(a)(1)	6.09
	 	(a) (2)	6.09
	 	(a) (3)	Not Applicable
	 	(a) (4)	Not Applicable
	 	
    (a)(5)

    (b)
	
    6.09

    6.08

	 	(c)	Not Applicable
	ss. 311	(a)	6.13
	 	(b)	6.13
	ss. 312	(a)	7.01
	 	(b)	7.02
	 	(c)	7.02
	ss. 313	(a)	7.03
	 	(b)	7.03
	 	(c)	7.03
	 	(d)	7.04
	ss. 314	(a)	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
	 	(f)	Not Applicable
	ss. 315	(a)	6.01
	 	(b)	6.02
	 	(c)	6.01
	 	(d)	6.01
	 	(e)	5.14
	ss. 316	(a)	1.06
	 	(a)(1)(A)	5.02
	 	(a)(1)(B)	5.13
	 	(a)(2)	Not Applicable
	 	(b)	5.08
	 	(c)	1.04



 






     


     


    

 


	ss. 317	(a)(1)	5.03
	 	(a)(2)	5.04
	 	(b)	10.03
	ss. 318	(a)	1.07
	 	(b)	Not Applicable
	 	(c)	1.07



 


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


 






     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	 	1
	Section 1.01	 	Definitions	 	1
	Section 1.02	 	Compliance Certificates
and Opinions	 	7
	Section 1.03	 	Form of Documents Delivered to Trustee	 	8
	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	 	11
	Section 1.07	 	Conflict with Trust Indenture Act	 	11
	Section 1.08	 	Effect of Headings and Table of Contents	 	11
	Section 1.09	 	Successors and Assigns	 	11
	Section 1.10	 	Separability Clause	 	12
	Section 1.11	 	Benefits of Indenture	 	12
	Section 1.12	 	Governing Law; Waiver of Trial by Jury	 	12
	Section 1.13	 	Legal Holidays	 	12
	 	 	 	 	 
	ARTICLE Two SECURITY FORMS	13
	Section 2.01	 	Forms Generally	 	13
	Section 2.02	 	Form of Face of Security	 	13
	Section 2.03	 	Form of Reverse of Security	 	15
	Section 2.04	 	Form of Legend for Global Securities	 	19
	Section 2.05	 	Form of Trustee’s Certificate of Authentication	 	20
	Section 2.06	 	Securities Issuable in the Form of a Global Security	 	20
	 	 	 	 	 
	ARTICLE Three THE SECURITIES 	22
	Section 3.01	 	Amount Unlimited; Issuable in Series	 	22
	Section 3.02	 	Denominations	 	25
	Section 3.03	 	Execution, Authentication, Delivery and Dating	 	25
	Section 3.04	 	Temporary Securities	 	26
	Section 3.05	 	Registration; Registration of Transfer and Exchange	 	27
	Section 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	 	28
	Section 3.07	 	Payment of Interest; Interest Rights Preserved	 	28
	Section 3.08	 	Persons Deemed Owners	 	30
	Section 3.09	 	Cancellation	 	31
	Section 3.10	 	Computation of Interest	 	31
	Section 3.11	 	CUSIP Numbers	 	31
	Section 3.12	 	Further Issuances	 	31
	 	 	 	 	 
	ARTICLE Four SATISFACTION AND DISCHARGE 	 	32
	Section 4.01	 	Satisfaction and Discharge of Indenture	 	32
	Section 4.02	 	Application of Trust Money	 	33
	 	 	 	 	 
	ARTICLE Five REMEDIES 	 	33
	Section 5.01	 	Events of Default	 	33
	Section 5.02	 	Acceleration of Maturity; Rescission and Annulment	 	34



 






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	Section 5.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	35
	Section 5.04	 	Trustee May File Proofs of Claim	 	35
	Section 5.05	 	Trustee May Enforce Claims Without Possession of Securities	 	36
	Section 5.06	 	Application of Money Collected	 	36
	Section 5.07	 	Limitation on Suits	 	37
	Section 5.08	 	Unconditional Right of Holders to Receive Principal, Premium and Interest or to Convert	 	37
	Section 5.09	 	Restoration of Rights and Remedies	 	37
	Section 5.10	 	Rights and Remedies Cumulative	 	38
	Section 5.11	 	Delay or Omission Not Waiver	 	38
	Section 5.12	 	Control by Holders	 	38
	Section 5.13	 	Waiver of Past Defaults	 	38
	Section 5.14	 	Undertaking for Costs	 	39
	Section 5.15	 	Waiver of Usury, Stay or Extension Laws	 	39
	 	 	 	 	 
	ARTICLE Six THE TRUSTEE 	 	39
	Section 6.01	 	Certain Duties and Responsibilities	 	39
	Section 6.02	 	Notice of Defaults	 	41
	Section 6.03	 	Certain Rights of Trustee	 	41
	Section 6.04	 	Not Responsible for Recitals or Issuance of Securities	 	43
	Section 6.05	 	May Hold Securities	 	43
	Section 6.06	 	Money Held in Trust	 	43
	Section 6.07	 	Compensation and Reimbursement	 	43
	Section 6.08	 	Conflicting Interests	 	44
	Section 6.09	 	Corporate Trustee Required; Eligibility	 	44
	Section 6.10	 	Resignation and Removal; Appointment of Successor	 	45
	Section 6.11	 	Acceptance of Appointment by Successor	 	46
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to Business	 	47
	Section 6.13	 	Preferential Collection of Claims Against Company	 	47
	Section 6.14	 	Appointment of Authenticating Agent	 	47
	 	 	 	 	 
	ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	 	49
	Section 7.01	 	Company to Furnish Trustee Names and Addresses of Holders	 	49
	Section 7.02	 	Preservation of Information; Communications to Holders	 	49
	Section 7.03	 	Reports by Trustee	 	50
	Section 7.04	 	Reports by Company	 	50
	 	 	 	 	 
	ARTICLE Eight CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	50
	Section 8.01	 	Company May Consolidate, Etc., Only on Certain Terms	 	50
	Section 8.02	 	Successor Substituted	 	51
	 	 	 	 	 
	ARTICLE Nine SUPPLEMENTAL INDENTURES	51
	Section 9.01	 	Supplemental Indentures Without Consent of Holders	 	51
	Section 9.02	 	Supplemental Indentures with Consent of Holders	 	52
	Section 9.03	 	Execution of Supplemental Indentures	 	53



 






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	Section 9.04	 	Effect of Supplemental Indentures	 	54
	Section 9.05	 	Conformity with Trust Indenture Act	 	54
	Section 9.06	 	Reference in Securities to Supplemental Indentures	 	54
	Section 9.07	 	Notice to Holders	 	54
	 	 	 	 	 
	ARTICLE Ten COVENANTS 	 	54
	Section 10.01	 	Payment of Principal, Premium and Interest	 	54
	Section 10.02	 	Maintenance of Office or Agency	 	54
	Section 10.03	 	Money for Securities Payments to Be Held in Trust	 	55
	Section 10.04	 	Statement by Officers as to Default	 	56
	Section 10.05	 	Existence	 	56
	Section 10.06	 	Maintenance of Properties	 	56
	Section 10.07	 	Payment of Taxes and Other Claims	 	57
	Section 10.08	 	Waiver of Certain Covenants	 	57
	Section 10.09	 	Calculation of Original Issue Discount	 	57
	 	 	 	 	 
	ARTICLE Eleven REDEMPTION OF SECURITIES 	57
	Section 11.01	 	Applicability of Article	 	57
	Section 11.02	 	Election to Redeem; Notice to Trustee	 	58
	Section 11.03	 	Selection by Trustee of Securities to Be Redeemed	 	58
	Section 11.04	 	Notice of Redemption	 	58
	Section 11.05	 	Deposit of Redemption Price	 	60
	Section 11.06	 	Securities Payable on Redemption Date	 	60
	Section 11.07	 	Securities Redeemed in Part	 	60
	 	 	 	 	 
	ARTICLE Twelve SINKING FUNDS 	 	61
	Section 12.01	 	Applicability of Article	 	61
	Section 12.02	 	Satisfaction of Sinking Fund Payments with Securities	 	61
	Section 12.03	 	Redemption of Securities for Sinking Fund	 	61
	 	 	 	 	 
	ARTICLE Thirteen
DEFEASANCE AND COVENANT DEFEASANCE	 	62
	Section 13.01	 	Company’s Option to Effect Defeasance or Covenant Defeasance	 	62
	Section 13.02	 	Defeasance and Discharge	 	62
	Section 13.03	 	Covenant Defeasance	 	62
	Section 13.04	 	Conditions to Defeasance or Covenant Defeasance	 	63
	Section 13.05	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	 	65
	Section 13.06	 	Reinstatement	 	65
	 	 	 	 	 
	ARTICLE Fourteen SUBORDINATION OF SECURITIES 	 	66
	Section 14.01	 	Securities Subordinate to Senior Indebtedness	 	66
	Section 14.02	 	Payment Over of Proceeds Upon Dissolution, Etc	 	66
	Section 14.03	 	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	 	67
	Section 14.04	 	No Payment When Senior Indebtedness in Default	 	68
	Section 14.05	 	Payment Permitted in Certain Situations	 	68
	Section 14.06	 	Subrogation to Rights of Holders of Senior Indebtedness	 	69



 






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	Section 14.07	 	Provisions Solely to Define Relative Rights	 	69
	Section 14.08	 	Trustee to Effectuate Subordination	 	69
	Section 14.09	 	No Waiver of Subordination Provisions	 	69
	Section 14.10	 	Notice to Trustee	 	70
	Section 14.11	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	71
	Section 14.12	 	Trustee Not Fiduciary for Holders of Senior Indebtedness or Entitled Persons	 	71
	Section 14.13	 	Rights of Trustee as Holder of Senior Indebtedness or Entitled Person; Preservation of Trustee’s Rights	 	71
	Section 14.14	 	Article Applicable to Paying Agents	 	72
	Section 14.15	 	Securities to Rank Pari Passu with All Other Securities; Payment of Proceeds in Certain Cases	 	72
	Section 14.16	 	Certain Conversions Deemed Payment	 	73
	 	 	 	 	 
	ARTICLE Fifteen CONVERSION OF SECURITIES 	74
	Section 15.01	 	Applicability of Article	 	74
	Section 15.02	 	Conversion Privilege and Conversion Price	 	74
	Section 15.03	 	Exercise of Conversion Privilege	 	74
	Section 15.04	 	Fractions of Shares	 	75
	Section 15.05	 	Adjustment of Conversion Price	 	75
	Section 15.06	 	Notice of Adjustments of Conversion Price	 	77
	Section 15.07	 	Notice of Certain Corporate Action	 	78
	Section 15.08	 	Company to Reserve Common Stock	 	78
	Section 15.09	 	Taxes on Conversions	 	79
	Section 15.10	 	Covenant as to Common Stock	 	79
	Section 15.11	 	Cancellation of Converted Securities	 	79
	Section 15.12	 	Provisions in Case of Consolidation, Merger or Sale of Assets	 	79
	Section 15.13	 	Responsibility of Trustee	 	80



 






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INDENTURE, dated as of ___________, 20___ between
First Foundation Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 200 Crescent Court, Suite 1400, Dallas, Texas 75201, and ______________________________, as Trustee
(herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01           Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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.


 


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


 


“Bank” means (i) any institution
which accepts deposits that the depositor has a legal right to withdraw on demand and engages in the business of making commercial loans,
and (ii) any trust company.


 


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


 


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


 


“Business Day”, when used with respect
to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
that Place of Payment are authorized or obligated by law or executive order to close or on which the Corporate Trust Office of the Trustee
is closed.


 


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


 


“Common Stock” includes any stock of
any class of the Company that 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 that is not subject to redemption by the Company. However, subject to the provisions
of Section 15.12, shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock of
the Company at the date of this instrument or shares of any class or classes resulting from any reclassification or reclassifications
thereof and that have 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 that are not subject to redemption by the Company; provided that if at any time there shall
be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion that the
total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.


 


“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.


 






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


 


“Corporate Trust Office” means the
office of the Trustee at which at any particular time this Indenture shall be principally administered, which office at the date of the
execution of this instrument is located at _____________________________________, Attention: _________________________, or such other
address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).


 


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


 


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


 


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


 


“Defeasance” has the meaning specified
in Section 13.02.


 


“Depositary” means, unless otherwise
specified by the Company pursuant to Sections 2.06 or 3.01, with respect to Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered
under the Exchange Act, or other applicable statue or regulation.


 


“Entitled Persons” means any Person
entitled to payment pursuant to the terms of “Other Financial Obligations.”


 


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


 


“Excess Proceeds” has the meaning specified
in Section 14.15(c).


 


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


 


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


 


“Final Conversion Date”, when used
with respect to any Security, means the last day on which such Security shall be convertible into Common Stock.


 


“Foreign Government Obligations” has
the meaning specified in Section 13.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series which is executed by the Company and authenticated and delivered by the Trustee
to the Depository or pursuant to the Depository’s instruction, all in accordance with this Indenture and pursuant to a Company Order,
which shall be registered as to principal and interest in the name of the Depository or its nominee.


 






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“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.


 


“Initial Conversion Date”, when used
with respect to any Security, means the first day on which such Security shall be convertible into Common Stock.


 


“Initial Conversion Price”, when used
with respect to any Security, means the price at which the Common Stock shall be delivered upon conversion of such Security, prior to
any adjustment of such price as provided herein.


 


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


 


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


 


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


 


“Junior Securities” has the meaning
specified in Section 14.16.


 


“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.


 


“Officers’ Certificate” means
a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate
given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel” means a written
opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.


 


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


 






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“Other Financial Obligations” means,
unless otherwise determined with respect to any series of Securities pursuant to Section 3.01, whether outstanding on the date of
the Indenture or thereafter created, incurred or assumed, all obligations of the Company to make payment pursuant to the terms of financial
instruments such as (i) securities contracts and foreign currency exchange contracts, (ii) derivative instruments, such as swap
agreements (including interest rate and currency and foreign exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts and commodity options contracts
and (iii) financial instruments similar to those set forth in (i) or (ii) above; provided, however, that Other Financial
Obligations shall not include (A) obligations on account of Senior Indebtedness and (B) obligations on account of indebtedness
for money borrowed ranking pari passu with or subordinate to the Securities.


 





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


 


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


 


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


 


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


 


(4)            Securities
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of
the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities
have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01,
(C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01,
of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount
determined as provided in such clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action,
only Securities which a Responsible Officer of the Trustee 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.


 






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“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, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer”, when used with
respect to the Trustee, means any trust officer or assistant trust officer or any other officer in the corporate trust department of the
Trustee having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust
matter relating to this Indenture, any other officer to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.


 


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


 


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


 






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


 


“Senior Indebtedness” means the principal
of (and premium, if any) and interest on (a) all indebtedness of the Company (including indebtedness of others guaranteed by the
Company), other than the Securities, which is (i) for money borrowed or (ii) evidenced by a note or similar instrument given
in connection with the acquisition of any businesses, properties or assets of any kind, and (b) amendments, renewals, extensions,
modifications or refundings of any such indebtedness, unless in any case in the instrument creating or evidencing any such indebtedness
or pursuant to which the same is outstanding it is provided that such indebtedness is not superior in right of payment to the Securities
or is to rank pari passu with or subordinate to the Securities.


 


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


 


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


 


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


 


Section 1.02           Compliance
Certificates and Opinions.


 


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


 






    -7-


     


    

 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) shall include:


 


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


 


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


 


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


 


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


 


Section 1.03           Form of
Documents Delivered to Trustee.


 


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


 


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


 


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


 






    -8-


     


    

 






Section 1.04           Acts of Holders; Record Dates.


 


(a)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either manually
or by electronic transmission which is transmitted through the facilities of the Depositary) by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to a Responsible Officer of the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.


 


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


 


(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 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 Section 1.04(e) shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 1.06.


 






    -9- 


     


    

 


(i)            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 an Event 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(2) 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.


 


(f)            With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 90th 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 90th day
after the applicable record date.


 


(g)            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.


 






    -10- 


     


    

 


Section 1.05           Notices,
Etc., to Trustee and Company.


 


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


 


(1)            the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with a Responsible Officer of the Trustee at its Corporate Trust Office.


 


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


 


Section 1.06           Notice
to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register or otherwise in accordance
with the procedures of the Depositary (with a copy to the Trustee), not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


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


 


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


 


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.


 






    -11- 


     


    

 


Section 1.10           Separability
Clause.


 


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


 


Section 1.11           Benefits
of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Indebtedness
subject to Section 14.15, Entitled Persons in respect of Other Financial Obligations and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 1.12           Governing
Law; Waiver of Trial by Jury.


 


This Indenture and the Securities shall be governed
by and construed in accordance with the law of the State of New York. This Indenture is subject to the provisions of the Trust Indenture
Act that are required or deemed to be part of this Indenture and shall, to the extent applicable, be governed by such provision.


 


EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER
OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


Section 1.13           Legal
Holidays.


 


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


 






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ARTICLE Two

SECURITY FORMS


 


Section 2.01           Forms
Generally.


 


The Securities of each series shall be in substantially
the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith,
be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 3.03 for the authentication and delivery of such Securities.


 


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


 


Section 2.02           Form of
Face of Security.


 


[If the Security is an Original Issue Discount
Security, insert - FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE
OF THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS  .]


 


[Insert any additional legends required by the
Internal Revenue Code and the regulations thereunder.] THIS NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED BY THE ISSUER,
ANY OF THE ISSUER’S AFFILIATES, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE DEPOSIT INSURANCE FUND, OR ANY OTHER FEDERAL GOVERNMENTAL
AGENCY.


 


FIRST FOUNDATION INC.



CUSIP No.


 


	No. 	 	$                     


 


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


 






    -13- 


     


    

 


[If the Security is not to bear interest prior
to Maturity, insert - The principal of this Security shall not bear interest except in the case of a default in the payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest
at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts
are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand.]


 


Payment of the principal of (and premium, if any)
and [if applicable, insert - any such] interest on this Security will be made at the office or agency of the Company maintained
for that purpose in   [insert applicable Place of Payment] in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - ; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].


 


[Interest on this Security shall be computed
on the basis of a 360-day year of twelve 30-day months.]


 


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


 


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


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


Dated:


 






    -14- 


     


    

 


FIRST FOUNDATION INC.



 


 


By:


Attest:


 


Section 2.03           Form of
Reverse of Security.


 


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


 


[If applicable, insert - The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - (1) on
  in any year commencing with the year ___ and ending with the year ___ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert - on or after  ,
___], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert  on or before  , ___%, and if redeemed] during the 12-month period beginning
  of the years indicated,


 


	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 


 


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


 






    -15- 


     


    

 


[If applicable, insert - Subject to and
in compliance with the provisions of the Indenture, the Holder of this Security is entitled, at his option, at any time on or after the
opening of business on the Initial Conversion Date and on or before the close of business on the Final Conversion Date, or in case this
Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but
(unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Redemption Date, to convert
this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share)
of Common Stock of the Company at the Initial Conversion Price (or at the current adjusted conversion price if an adjustment has been
made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency in the Borough of Manhattan, The City of New York, accompanied by written notice to the Company that the Holder
hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be
converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding
any Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption
Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to
the aforesaid requirement for payment in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date
and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment
is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares
or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a
cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition,
the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially
all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security,
if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into
the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number
of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or transfer
(assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per
share by a plurality of non-electing shares), assuming, if such consolidation, merger or transfer is prior to the Initial Conversion Date,
that is Security were convertible at the time of such consolidation, merger or transfer at the Initial Conversion Price specified above
as adjusted from the date of establishment of the Initial Conversion Price to such time pursuant to the Indenture.]


 


[If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 days’ notice by mail, (1) on   in any year commencing with the year
  and ending with the year ___through operation of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert - on or after  .], as a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth
in the table below: If redeemed during the 12-month period beginning   of the years indicated,


 






    -16- 


     


    

 


	 

  

Year	 

  

  	Redemption
Price for

Redemption

Through Operation

of the Sinking Fund	 

  

  	Redemption
Price for

Redemption

Otherwise than Through

Operation

of the Sinking Fund
	 	 	 	 	 


 


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


 


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


 


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


 


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


 


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


 


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


 






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[If the Security is not an Original Issue Discount
Security, insert - If an Event of Default (defined in the Indenture as certain events involving the bankruptcy or reorganization of
the Company) with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the Indenture. There is no right of acceleration of the payment
of principal of the Securities of this series upon a default in the payment of [an installment of principal of (or premium, if any) or]
interest on such Securities or in the performance of any covenant of the Company in the Indenture or in such Securities.]


 


[If the Security is an Original Issue Discount
Security, insert - If an Event of Default (defined in the Indenture as certain events involving the bankruptcy or reorganization of
the Company) with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -
insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities
of this series shall terminate. There is no right of acceleration of the payment of principal of the Securities of this series upon a
default in the payment of [an installment of principal of (or premium, if any) or] interest on such Securities or in the performance of
any covenant of the Company in the Indenture or in such Securities.]


 


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


 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
[If applicable, insert - or to convert this Security as provided in the Indenture.]


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 2.04           Form of
Legend for Global Securities.


 


Unless otherwise specified as contemplated by Section 3.01
for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:


 


[If the Security is a Global Security, insert
- Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the
 “Depositary”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depositary,
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL 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 ANOTHER NOMINEE OF THE DEPOSITARY OR
BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]


 






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Section 2.05           Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


Dated:


 


	 	___________________________________, as Trustee
	 	 	 
	 	By:	
	 	 	Authorized Signatory



 


Section 2.06           Securities
Issuable in the Form of a Global Security.


 


(a)            If
the Company shall establish pursuant to Section 3.01 that the Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.03
and the Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series
to be represented by such Global Security or Securities, (ii) shall be registered in the name of the Depositary for such Global Security
or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction
and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for
the individual Securities represented hereby, this Global 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 another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such success Depositary.”


 


(b)            Notwithstanding
any other provision of this Section 2.06 or of Section 3.05, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 3.05, only to the Depositary or another nominee of the Depositary for such Global Security,
or to a successor Depositary for such Global Security selected or approved by the Company or to a nominee of such successor Depositary.
Except as provided below, owners of beneficial interests in a Global Security shall not be entitled to receive physical delivery of the
Securities represented by such Global Security and will not be considered the Holders thereof for any purpose under this Indenture.


 






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(c)            (i) If
at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under
the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global
Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01(16) shall no longer be
effective with respect to such Global Security and the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security.


 


(ii)             The
Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable 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 of such series in exchange in
whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms
in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such
series in exchange for such Global Security or Securities.


 


(iii)            A
Global Security will also be exchangeable if there shall have occurred or be continuing an Event of Default or an event which, with the
giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities of such series represented
by such Global Security. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities.


 


(iv)            If
specified by the Company pursuant to Section 3.01 with respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of
such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the
Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (1) to each Person specified by such
Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denominations as requested by
such Person or the Depositary 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 of like tenor and terms and in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to
Holders thereof.


 


(v)             In
any exchange provided for in any of the preceding four paragraphs, the Company will execute and the Trustee will authenticate and deliver
individual fully registered Securities in authorized denominations. Upon the exchange of a Global Security for individual Securities,
such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section 2.06
shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to the instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities
to the Persons in whose names such Securities are so registered.


 






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(vi)            Members
in and participants of the Depositary shall have no rights under the Indenture with respect to any Global Security held on their behalf
by a Depositary, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee
or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by
a Depositary or impair, as between a Depositary and its members and participants, the operation of customary practices governing the exercise
of the rights of a Holder of any Security of the series represented by such Global Security, including, without limitation, the granting
of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver
or other action which a Holder is entitled to give or take under the Indenture.


 


ARTICLE Three

THE SECURITIES


 


Section 3.01           Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:


 


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


 


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


 


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


 


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


 






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


 


(6)            the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(7)            the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company;


 


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


 


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


 


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


 


(11)          if
other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;


 


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


 


(13)          if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


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


 






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(15)          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 and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities
shall be evidenced;


 


(16)          if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in which any such Global Security
may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


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


 


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


 


(19)          if
applicable, that the Securities of the series shall be convertible pursuant to Article Fifteen, and the Initial Conversion Price,
the Initial Conversion Date, the Final Conversion Date and any other terms relating to the conversion of the Securities as provided herein;
and


 


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


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or
in any such indenture supplemental hereto. All securities of any one series need not be issued at one time and, unless otherwise provided,
a series may be reopened for issuances of additional securities of such series.


 


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


 


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


 






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Section 3.02           Denominations.


 


The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.01. In
the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.


 


Section 3.03           Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its President or one of its Vice Presidents attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual, facsimile or electronic.


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive in addition to any Officers’
Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 1.02, and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating:


 


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


 


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


 


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


 






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(4)            that
all laws and requirements in respect of the execution and delivery of such Securities have been complied with; and


 


(5)            that
all conditions precedent under the Indenture relating to the issuance, authentication and delivery of such securities have been complied
with.


 


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


 


Notwithstanding the provisions of Section 3.01
and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 3.04           Temporary
Securities.


 


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


 


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


 






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Section 3.05           Registration;
Registration of Transfer and Exchange.


 


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


 


Upon surrender for registration of transfer of
any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


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


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, 9.06 or 11.07 not involving any transfer.


 


If the Securities of any series (or of any series
and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03
and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 






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


 


Section 3.06           Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.07           Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest.


 






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


 


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


 


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


 


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


 






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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.


 


In the case of any convertible Security which is
converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity
is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or 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 convertible Security which
is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable.


 


No holder of any beneficial interest in any Global
Security held on such holder’s behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as between a Depositary and such holders
of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary as Holder of any
Security.


 


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


 






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None of the Company, the Trustee, the Paying Agent
or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depository with respect to such
Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of
any such Global Security, for any transactions between the Depository and any agent member or between or among the Depositary, any such
agent member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfer or beneficial interests
in any such Global Security.


 


Section 3.09           Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except
as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance
with its 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 the Securities, may use
 “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notice of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a redemption, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.


 


Section 3.12           Further
Issuances.


 


The Company may from time to time without the consent
of the Holders of Securities of any series affected create and issue further Securities of such series having the same terms and conditions
as the Securities of such series in all respects (or in all respects except for the payment of interest of the Securities of such series
(i) scheduled and paid prior to the date of issuance of the additional Securities of such series or (ii) payable on the first
Interest Payment Date following such issuance) so that such further issues shall be consolidated and form a single series with the outstanding
Securities of any series. Any further Securities forming a single series with the outstanding Securities of any series may be constituted
by the Indenture or any supplement to this Indenture.


 



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ARTICLE Four

SATISFACTION AND DISCHARGE


 


Section 4.01           Satisfaction
and Discharge of Indenture.


 


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


 


(1)            either


 


(A)            all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided
in Section 10.03) have been delivered to the Trustee for cancellation; or


 


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


 


(i)              have become due and payable, or


 


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


 


(iii)            are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient, without consideration
of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture or the earlier resignation or removal of the Trustee, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive. The provisions of this Section shall survive the termination of this Indenture.


 






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Section 4.02           Application
of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium
and interest for whose payment such money has been deposited with the Trustee. All monies deposited with the Trustee pursuant to Section 4.01
(and held by it or the Paying Agent) for the payment of Securities subsequently converted shall be returned to the Company upon Company
Request.


 


Money deposited and held in trust pursuant to this
Section 4.02 shall not be subject to claims of the holders of Senior Indebtedness or Entitled Persons under Article Fourteen.


 


ARTICLE Five

REMEDIES


 


Section 5.01           Events
of Default.


 


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


 


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


 


(2)            the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action;


 






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(3)            default
in (i) the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or otherwise or (ii) any payment required by any sinking or analogous
fund established with respect to that series;


 


(4)            default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 90 days;


 


(5)            failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in
the Securities or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the Company
to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least
25% in aggregate principal amount of the Securities of that series at the time Outstanding; or


 


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


 


Section 5.02           Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately
due and payable.


 


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


 


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


 


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


 


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


 






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


 


and


 


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


 


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


 


Section 5.03           Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that, upon the occurrence
of an Event of Default specified in Sections 5.01(3) or (4), the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest
at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.


 


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


 


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


 


Section 5.04           Trustee
May File Proofs of Claim.


 


In case of any judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the Company or such other obligor or their creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the such
proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and
the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized (i) to file and prove a claim for the
whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities in accordance with the terms
thereof and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expense, disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 






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


 


Section 5.05           Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


Section 5.06           Application
of Money Collected.


 


Any money or distributable collected by the Trustee
pursuant to this Article and any money or other distributable in respect of the Company’s obligation under this Indenture after
the occurrence of an Event of Default 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 or distributable on account of principal or any premium or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First: To the payment of all amounts due the Trustee
under Section 6.07; and


 


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


 






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Section 5.07           Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


(5)            no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.


 


Section 5.08           Unconditional
Right of Holders to Receive Principal, Premium and Interest or 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) and, if applicable, to convert such Security in accordance with Article Fifteen, 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 has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 






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Section 5.10           Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11           Delay
or Omission Not Waiver.


 


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


 


Section 5.12           Control
by Holders.


 


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


 


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


 


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


 


(3)            such
direction is not unduly prejudicial to the rights of other Holders (it being understood that the Trustee shall not have an affirmative
duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder).


 


Section 5.13           Waiver
of Past Defaults.


 


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


 


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


 






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


 


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


 


Section 5.14           Undertaking
for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security by 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, suffered or omitted
by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having
due regard for 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 the Trustee, to any suit instituted by any Holder or group
of Holders, holding in the aggregate more than 10% in the principal amount of the Outstanding Securities of any series, or any suit instituted
by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 


Section 5.15           Waiver
of Usury, Stay or Extension Laws.


 


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


 


ARTICLE Six

THE TRUSTEE


 


Section 6.01           Certain
Duties and Responsibilities.


 


(a)            Except
during the continuance of an Event of 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 (it being understood that the permissive rights of the Trustee shall
not be construed as duties); and


 






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


 


(b)            In
case an Event of Default with respect to Securities of a particular series shall have occurred and is continuing, the Trustee shall exercise
with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.


 


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


 


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


 


(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 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 there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


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


 






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Section 6.02           Notice
of Defaults.


 


Within 90 days after the occurrence of any default
hereunder actually known to a Responsible Officer of the Trustee with respect to the Securities of any series, the Trustee shall transmit
by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register or otherwise in accordance
with the procedures of the Depositary, notice of such default hereunder, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security
of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the Trustee in good faith determines 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(5) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Before the Trustee acts or refrains from acting,
it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes
or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel
and the written advice of such counsel or any Opinion of Counsel will 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.


 


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


 


Section 6.03           Certain
Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


(1)            the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)            any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)            whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;


 


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


 


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


 



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


 


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


 


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


 


(9)            the
Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such an Event of Default is received by a Responsible Officer of the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture, unless the Trustee has received
notice of such Event of Default pursuant to Section 10.04 hereof;


 


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


 


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


 


(12)          the
Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture;


 


(13)          anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage
of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such
loss or damage and regardless of the form of action; and


 






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(14)          the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, acts of God; earthquakes;
fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities,
computer (hardware or software) or communication services; any act or provision of any present of future law or regulation or governmental
authority, the unavailability of the Federal Reserve Bank wire or telex or other wire; accidents; labor disputes; acts of civil or military
authority and governmental action.


 


Section 6.04           Not
Responsible for Recitals or Issuance of Securities.


 


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


 


Section 6.05           May Hold
Securities.


 


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


 


Section 6.06           Money
Held in Trust.


 


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


 


Section 6.07           Compensation
and Reimbursement.


 


The Company agrees


 


(1)            to
pay to the Trustee (acting in any capacity hereunder) from time to time such compensation as shall be agreed 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);


 


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


 






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(3)            to
indemnify each of the Trustee (acting in any capacity hereunder)and any predecessor Trustee and their officers, agents, directors and
employees for, and to hold them harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes
based on the income of the Trustee) incurred without gross negligence or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts and the performance of its duties and/or the exercise of its rights hereunder,
including the costs and expenses of defending itself against any claim (whether against the Company, a Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or duties hereunder or in connection with enforcing the
Provisions of this Section 6.07.


 


The Trustee shall have a lien prior to the Securities
as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.07,
except with respect to funds held in trust for the benefit of the Holders of particular Securities.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 5.01(1) or Section 5.01(2), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable Federal or State bankruptcy, insolvency or other similar law.


 


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


 


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, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 


Section 6.09           Corporate
Trustee Required; Eligibility.


 


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


 






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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, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


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


 


(d)            If
at any time:


 


(1)            the
Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(2)            the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by
any such Holder, or


 


(3)            the
Trustee shall become incapable of acting or shall be adjudged 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 (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


(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 or the Holders and accepted appointment in the manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


 






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(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. 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.


 


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


 


Section 6.11           Acceptance
of Appointment by Successor.


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 6.13           Preferential
Collection of Claims Against Company.


 


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


 


Section 6.14           Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption thereof
or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 






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


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice
of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


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


 


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


 






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


 


__________________________________________________________,


 


As Trustee


 


By ,

As Authenticating Agent


 


By 

Authorized Signatory


 


ARTICLE Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01           Company to Furnish
Trustee Names and Addresses of Holders.


 


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


 


(1)            semi-annually,
not later than 10 calendar days after each Regular Record Date in each year, a list for each series of Securities, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding Regular Record
Date, and


 


(2)            at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names
and addresses received by the Trustee in its capacity as Security Registrar.


 


Section 7.02           Preservation
of Information; Communications to Holders.


 


The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided
in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee
may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 


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


 


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


 






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Section 7.03           Reports
by Trustee.


 


(a)           Within
60 days after May 15 of each year commencing with the year 20__, the Trustee shall transmit to all Holders of Securities of each
series, as their names and addresses appear in the Security Register or otherwise in accordance with the procedures of the Depositary,
and to any other Persons specified in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15,
in accordance with, and to the extent required under, Section 313 of the Trust Indenture Act.


 


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


 


Section 7.04           Reports
by Company.


 


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


 


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive or actual
notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
The Trustee shall have no obligation to monitor or determine whether or not such information, documents or reports have been filed with
the Commission or the contents of such filings.


 


ARTICLE Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01           Company
May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:


 


(1)            the
corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance
of every covenant of this Indenture on the part of the Company to be performed or observed and, if applicable, shall have provided for
conversion rights in accordance with Section 15.12;


 






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


 


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


 


Section 8.02           Successor
Substituted.


 


Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Company is merged
or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the
Securities.


 


ARTICLE Nine

SUPPLEMENTAL INDENTURES


 


Section 9.01           Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


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


 






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


 


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


 


(6)            to
secure the Securities; or


 


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


 


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


 


(9)            to
make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 15.12, if applicable; or


 


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


 


Notwithstanding any provision in this Indenture
or otherwise, the rights of Entitled Persons in respect of Other Financial Obligations under this Indenture and otherwise in respect
of the Securities or any series of the Securities may, at any time and from time to time, be modified in any respect or eliminated without
the consent of any Entitled Person in respect of Other Financial Obligations.


 


Section 9.02           Supplemental
Indentures with Consent of Holders.


 


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


 






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(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security or any other Security which would be due and payable upon an acceleration of the Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to
the subordination of the Securities in a manner adverse to the Holders, or adversely affect the right to convert any Security as provided
in Article Fifteen (except as permitted by Section 9.01(9); or


 


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


 


(3)            modify
any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.08, or the deletion
of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8).


 


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


 


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


 


Section 9.03           Execution
of Supplemental Indentures.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 






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Section 9.04           Effect
of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


 


Section 9.05           Conformity
with Trust Indenture Act.


 


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


 


Section 9.06           Reference
in Securities to Supplemental Indentures.


 


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


 


Section 9.07           Notice
to Holders.


 


After any supplemental indenture under this Article become
effective, the Company shall mail to the Holders a notice briefly describing such supplemental Indenture (with a copy to the Trustee);
provided, however, that the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the
validity of such supplemental indenture.


 


ARTICLE
Ten
 COVENANTS


 


Section 10.01         Payment
of Principal, Premium and Interest.


 


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


 


Section 10.02         Maintenance
of Office or Agency.


 


(a)           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, where
convertible securities may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands provided, that the Corporate Trust Office of the Trustee shall not be a place of service of legal process
on the Company.


 






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


 


Section 10.03         Money
for Securities Payments to Be Held in Trust.


 


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


 


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


 


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of
that series.


 


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


 






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Subject to applicable abandoned property law,
any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


Upon any Event of Default pursuant to Section 5.01(1) or
(2), the Trustee shall automatically be Paying Agent for the Securities.


 


Section 10.04         Statement
by Officers as to Default.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and,
if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.


 


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


 


Section 10.05         Existence.


 


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


 


Section 10.06         Maintenance
of Properties.


 


The Company will cause all properties used or
useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent
the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the
Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


 






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Section 10.07         Payment
of Taxes and Other Claims.


 


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


 


Section 10.08         Waiver
of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(18), 9.01(2) or
9.01(7) for the benefit of the Holders of such series or in any of Sections 10.05 to 10.07 inclusive if before the time for such
compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but
no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.


 


Section 10.09         Calculation
of Original Issue Discount.


 


The Company shall file with the Trustee promptly
at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating
to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE Eleven

REDEMPTION OF SECURITIES


 


Section 11.01         Applicability
of Article.


 


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





 






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Section 11.02         Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. In
case of any redemption at the election of the Company of the Securities of any series (including any such redemption affecting only a
single Security), the Company shall, at least 10 days prior to the Redemption Date but not more than 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, of the conditions precedent to such redemption (if any), and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


Section 11.03         Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of a specified tenor are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 10 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and appropriate (but subject to compliance with the rules of
any securities exchange on which the securities of such series may be listed) 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, the particular Securities to be redeemed
shall be selected not more than 10 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the preceding sentence.


 


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.


 


For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed
or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


 


Section 11.04         Notice
of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register or otherwise in accordance with the procedures of the Depositary (with a
copy to the Trustee).


 






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All notices of redemption shall identify the Securities
to be redeemed (including CUSIP number) and shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 


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


 


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


 


(5)            the
conversion price, the date on which the right to convert the Securities to be redeemed will terminate and the place or places where such
Securities may be surrendered for conversion,


 


(6)            any
conditions precedent to such redemption in reasonable detail;


 


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


 


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


 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company provided that the Company shall have delivered to the Trustee, at least five Business Days before notice of redemption
is required to be sent or caused to be sent to Holders pursuant to this Section 11.04 (unless a shorter period shall be agreed to
by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph in the form of such notice.


 


If any notice of redemption of Securities is subject
to one or more conditions precedent, any such redemption may be rescinded in whole and not in part at any time prior to the close of
business on the Business Day prior to the Redemption Date if the Company delivers an Officers’ Certificate to the Trustee describing
the failure of the condition in reasonable detail and rescinding the redemption. The Company shall promptly provide a copy of such Officers’
Certificate to the Holders in the same manner in which the notice of redemption was given. At the Company’s written request given
at least three (3) Business Days before such notice is to be sent (or such shorter time as shall be acceptable to the Trustee),
the Trustee shall give such notice in the Company’s name and at the Company’s expense.


 






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Section 11.05         Deposit
of Redemption Price.


 


Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date other than any convertible
Securities called for redemption on that date which have been converted prior to the date of such deposit.


 


If any convertible Security called for redemption
is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of
such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided
in the last 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 shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.


 


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


 


Section 11.07         Securities
Redeemed in Part.


 


Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered.


 






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ARTICLE Twelve

SINKING FUNDS


 


Section 12.01         Applicability
of Article.


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01
for such Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the
terms of such Securities.


 


Section 12.02         Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been
converted pursuant to Article Fifteen 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.


 


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 Officers’ Certificate specifying the amount of the
next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is
to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 45 days prior to each such
sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.06 and 11.07.


 






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ARTICLE Thirteen

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. Any such election shall
be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities.


 


Section 13.02         Defeasance
and Discharge.


 


Upon the Company’s exercise of its option
(if any) to have this Section applied to any 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 such instruments reasonably requested by and prepared by the Company acknowledging the same),
subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations
with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any 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 obligations under any Section applicable to such Securities that are determined pursuant to Section 3.01
to be subject to this provision) and (2) the occurrence of any event specified in Section 5.01(5) (with respect to any
Section applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be
deemed not to be or result in an Event of Default (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 no Event of Default shall arise out
of such non-compliance with) and shall have no liability in respect of any term, condition or limitation set forth in any such specified
Section or Article, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or
by reason of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.


 






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Section 13.04         Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the application
of Section 13.02 or Section 13.03 to any securities or any series of Securities, as the case may be:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust
for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the
Holders of such Securities, (A) in the case of Securities denominated in a foreign currency, money in such foreign currency or Foreign
Government Obligations of the foreign government or governments issuing such foreign currency 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, such foreign currency in an amount or (B) in the case of Securities denominated in U.S. dollars, U.S. dollars or 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, U.S. dollars in an amount, or (C) a combination of money
and U.S. Government Obligations or Foreign Government Obligations (as applicable), in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium
and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.
As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United
States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in
clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt. As used herein, “Foreign Government Obligation” means any security denominated in a foreign currency
which is (i) a direct obligation of a foreign government or governments for the payment of which the full faith and credit of such
foreign government or governments is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency
or instrumentality of such foreign government or governments the payment of which is unconditionally guaranteed as a full faith and credit
obligation by such foreign government, which, in either case (i) or (ii) is not callable or redeemable at the option of the
issuer thereof.


 






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(2)            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 (x) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (y) since the date of this instrument, there has been a change in the applicable Federal
income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge
to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)            In
the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.


 


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


 


(5)            No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing (A) at the time of such deposit or, (B) with regard to any such event specified
in Sections 5.01(3) and (4), at any time during the period ending on the 123rd day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it
being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration
of such period).


 


(6)            Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).


 


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


 


(8)            Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 






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


 


Section 13.05         Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such
other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the extent required by law. Money, U.S. Government Obligations
and Foreign Government Obligations so held in trust shall not be subject to the provisions of Article Fourteen.


 


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


 






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ARTICLE Fourteen

SUBORDINATION OF SECURITIES


 


Section 14.01         Securities
Subordinate to Senior Indebtedness.


 


The Company covenants and agrees, and each Holder
of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth
in this Article, the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest
on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full
of all Senior Indebtedness and, to the extent set forth in Section 14.15, of all Other Financial Obligations.


 


Section 14.02         Payment
Over of Proceeds Upon Dissolution, Etc.


 


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


 


In the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable
or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities,
before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in
such event such payment or distribution shall (to the extent in its possession, in the case of the Trustee) be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution
of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.


 






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


 


Section 14.03         Prior
Payment to Senior Indebtedness Upon Acceleration of Securities.


 


In the event that any Securities are declared
due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such
Securities become so due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect
of all Senior Indebtedness or provision shall be made for such payment in money or money’s worth, before the Holders of the Securities
are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of
the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and
crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such declaration
of acceleration.


 


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


 


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


 






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Section 14.04         No
Payment When Senior Indebtedness in Default.


 


(a)            In
the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness
beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness
shall have occurred and be continuing permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof)
to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless
and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded
or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of
default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and
crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in
payment or event of default.


 


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


 


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


 


Section 14.05         Payment
Permitted in Certain Situations.


 


Nothing contained in this Article or elsewhere
in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities
of the Company referred to in Section 14.02 or under the conditions described in Section 14.03 or 14.04, from making payments
at any time of principal of (and premium, if any) or interest on the Securities or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities of
any series or the retention of such payment by the Holder, if, at the time of such application by the Trustee, it did not have actual
knowledge that such payment would have been prohibited by the provisions of this Article.


 






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Section 14.06     Subrogation
to Rights of Holders of Senior Indebtedness.


 


Subject to the payment in full of all Senior Indebtedness,
the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article to the rights of the holders of such Senior Indebtedness to receive payments and distributions
of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness
of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions
of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders
of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.


 


Section 14.07     Provisions
Solely to Define Relative Rights.


 


The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior
Indebtedness (and, in the case of Section 14.15, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the
Company, its creditors other than holders of Senior Indebtedness and other than Entitled Persons in respect of Other Financial Obligations
and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness and Entitled Persons in respect of Other Financial Obligations, is intended
to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium,
if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior
Indebtedness and Entitled Persons in respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under
this Article of the holders of Senior Indebtedness and under Section 14.15 of Entitled Persons in respect of Other Financial
Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section 14.08     Trustee
to Effectuate Subordination.


 


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


 


Section 14.09     No
Waiver of Subordination Provisions.


 


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


 






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


 


Section 14.10     Notice
to Trustee.


 


The Company shall give prompt written notice to
a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities.


 


Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor or from any Entitled
Persons in respect of Other Financial Obligations; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions
of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal (and premium, if
any) or interest on any security) then notwithstanding anything to the contrary herein, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to
the contrary which may be received by it within three Business Days prior to such date.


 


Subject to the provisions of Section 6.01,
the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee therefor) or an Entitled Person in respect of Other Financial Obligations to establish that such notice has
been given by a holder of Senior Indebtedness (or a trustee therefor) or an Entitled Person in respect of Other Financial Obligations.
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 or an Entitled Person in respect of Other Financial Obligations to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness or other Financial Obligations held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is
not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment.


 






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Section 14.11     Reliance
on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution,
delivered to a Responsible Officer of the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company and the Entitled
Persons in respect of Other Financial Obligations, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.


 


Section 14.12     Trustee
Not Fiduciary for Holders of Senior Indebtedness or Entitled Persons.


 


The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness or Entitled Persons in respect of Other Financial Obligations and shall not be liable to any
such holders or creditors if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to
any other Person cash, property or securities to which any holders of Senior Indebtedness or Entitled Persons in respect of Other Financial
Obligations shall be entitled by virtue of this Article or otherwise.


 


Section 14.13     Rights
of Trustee as Holder of Senior Indebtedness or Entitled Person; Preservation of Trustee’s Rights.


 


The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it
and with respect to any Other Financial Obligations owed to the Trustee as an Entitled Person, to the same extent as any other holder
of Senior Indebtedness or Entitled Person in respect of Other Financial Obligations, as the case may be, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder or Entitled Person.


 


Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.07.


 






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Section 14.14     Article Applicable
to Paying Agents.


 


In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee;
provided, however, that this Section 14.14 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.


 


Section 14.15     Securities
to Rank Pari Passu with All Other Securities; Payment of Proceeds in Certain Cases.


 


(a)        Subject
to the provisions of this Section and to any provisions established or determined with respect to Securities of any series pursuant
to Section 3.01, the Securities shall rank pari passu in right of payment with all other Securities.


 


(b)        Upon
the occurrence of any of the events specified in clauses (a), (b) and (c) of the first paragraph of Section 14.02, the
provisions of that Section shall be given effect to determine the amount of cash, property or securities which may be payable or
deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand.


 


(c)        If,
after giving effect to the provisions of Section 14.02 and Section 14.06, any amount of cash, property or securities shall be
available for payment or distribution in respect of the Securities (“Excess Proceeds”), and any Entitled Persons in respect
of Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such Other
Financial Obligations (and provision shall not have been made for such payment in money or money’s worth), then such Excess Proceeds
shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any
other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds
to Entitled Persons in respect of Other Financial Obligations) to pay or provide for the payment of the Other Financial Obligations remaining
unpaid, to the extent necessary to pay all Other Financial Obligations in full, after giving effect to any concurrent payment or distribution
to or for Entitled Persons in respect of Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for
payment) in full of all Other Financial Obligations shall be available for payment or distribution in respect of the Securities.


 


(d)        In
the event that, notwithstanding the foregoing provisions of subsection (c) of this Section, after the occurrence of any of the events
specified in clauses (a), (b) and (c) of the first paragraph of Section 14.02, the Trustee or Holder of any Security shall
have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
before Senior Indebtedness and all Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact
shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the
case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 14.02,
such payment or distribution shall (to the extent in its possession, in the case of the Trustee) be paid over or delivered forthwith to
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for payment in accordance with subsection (c).


 






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(e)        Subject
to the payment in full of all Other Financial Obligations, the Holders of the Securities shall be subrogated (equally and ratably with
the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess
Proceeds to Entitled Persons in respect of Other Financial Obligations and is entitled to like rights of subrogation) to the extent of
the payments or distributions made to Entitled Persons in respect of Other Financial Obligations pursuant to subsection (c) or (d) of
this Section to the rights of the Entitled Persons in respect of Other Financial Obligations to receive payments and distributions
of cash, property and securities applicable to the Other Financial Obligations until the principal of (and premium, if any) and interest
on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to Entitled Persons in respect
of Other Financial Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled
except for the provisions of this Section, and no payments over pursuant to the provisions of this Section to Entitled Persons in
respect of Other Financial Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than
Entitled Persons in respect of Other Financial Obligations and the Holders of Securities be deemed to be a payment or distribution by
the Company to or on account of the Other Financial Obligations.


 


(f)         The
provisions of subsections (c), (d) and (e) of this Section are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the Entitled Persons in respect of Other Financial Obligations,
on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained
in subsections (c), (d) and (e) of this Section is intended to or shall affect the relative rights against the Company
of the Holders of the Securities and creditors of the Company other than Entitled Persons in respect of Other Financial Obligations.


 


Section 14.16     Certain
Conversions Deemed Payment.


 


For purposes of this Article only, the issuance
and delivery of junior securities upon conversion of Securities in accordance with Article Fifteen shall not be deemed to constitute
a payment or distribution on account of the purchase or other acquisition of Securities, and (2) the payment, issuance or delivery
of cash, property or securities (other than junior securities) upon conversion of a security shall be deemed to constitute payment on
account of the principal of such Securities. For purposes of this Section, the term “junior securities” means (a) shares
of any stock of any class of the Company and (b) securities of the Company which are subordinated in right of payment to all Senior
Indebtedness and Other Financial Obligations which may be outstanding at the time of issuance or delivery of such securities to substantially
the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder
of any convertible Security to convert such Security in accordance with Article Fifteen.


 






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ARTICLE Fifteen

CONVERSION OF SECURITIES


 


Section 15.01     Applicability
of Article.


 


The Company may elect, at its option at any time,
to have Section 15.02 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 3.01
as being convertible into Common Stock of the Company pursuant to such Section 15.02, in accordance with any applicable requirements
provided pursuant to Section 3.01 and upon compliance with the conditions set forth below in this Article. Any such election shall
be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities.


 


Section 15.02     Conversion
Privilege and Conversion Price.


 


Subject to and upon compliance with the provisions
of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is an integral
multiple of the authorized denomination thereof may be converted at the principal amount thereof, or of such portion thereof, into fully
paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the
conversion price for Securities of such series, determined as hereinafter provided, in effect at the time of conversion. Such conversion
right shall commence at the opening of business on the Initial Conversion Date and expire at the close of business on the Final Conversion
Date. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called
shall expire at the close of business on the Redemption Date, unless the Company defaults in making the payment due upon redemption.


 


The price at which shares of Common Stock shall
be delivered upon conversion of Securities of a series (herein called the “conversion price” for Securities of such series)
shall be initially the Initial Conversion Price for Securities of such series per share of Common Stock. The conversion price shall be
adjusted in certain instances as provided in subsections (a), (b), (c), (d) and (g) of Section 15.05.


 


Section 15.03     Exercise
of Conversion Privilege.


 


In order to exercise the conversion privilege,
the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any
office or agency of the Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company
at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Securities surrendered for conversion during the period from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except
in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied
by payment in legal tender or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of Securities being surrendered for conversion. Except as provided in the preceding sentence and subject
to the last paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued
on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion.


 






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Securities shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to
receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or
agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in
lieu of any fraction of a share, as provided in Section 15.04. In the case of any Security of a series which is converted in part
only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense
of the Company, a new Security or Securities of such series of authorized denominations in aggregate principal amount equal to the unconverted
portion of the principal amount of such Security.


 


Section 15.04     Fractions
of Shares.


 


No fractional shares of Common Stock shall be issued
upon conversion of Securities. If more than one Security of a series shall be surrendered for conversion at one time by the same Holder,
the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount
of the Securities of such series (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock which
would otherwise be issuable upon conversion of any Security or Securities (or specified portion thereof), the Company shall pay a cash
adjustment in respect of such fraction in an amount equal (computed to the nearest cent) to the same fraction of the market price per
share of Common Stock (as determined by the Board of Directors or in any manner prescribed by the Board of Directors) at the close of
business on the day of conversion.


 


Section 15.05     Adjustment
of Conversion Price.


 


(a)        In
case at any time after the date of establishment of the Initial Conversion Price with respect to Securities of a series the Company shall
pay or make a dividend or other distribution in shares of Common Stock on any class of capital stock of the Company, the conversion price
in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall
be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes
of this paragraph, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company.
The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.


 






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(b)        In
case at any time after the date of establishment of the Initial Conversion Price with respect to Securities of a series the Company shall
issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price
per share less than the current market price per share (determined as provided in subsection (f) of this Section) of the Common Stock
on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the conversion price in effect at
the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such conversion price
by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares
of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number
of shares of Common Stock outstanding at the close of business on the dated fixed for such determination plus the number of shares of
Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of this subsection (b), the number of shares of Common Stock
at any time outstanding shall not include shares held in the treasury of the Company. The Company will not issue any rights or warrants
in respect of shares of Common Stock held in the treasury of the Company.


 


(c)        In
case at any time after the date of establishment of the Initial Conversion Price with respect to Securities of a series outstanding shares
of Common Stock shall be subdivided into a greater number of shares of Common Stock, the conversion price in effect at the opening of
business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely,
in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the conversion price
in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately
increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.


 


(d)        In
case at any time after the date of establishment of the Initial Conversion Price with respect to Securities of a series the Company shall,
by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities,
but excluding any rights or warrants referred to in subsection (b) of this Section, any dividend or distribution paid in cash out
of the retained earnings of the Company and any dividend or distribution referred to in subsection (a) of this Section), the conversion
price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior
to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of
which the numerator shall be the current market price per share (determined as provided in subsection (f) of this Section) of the
Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed with the Trustee) of the portion of assets or evidences of
indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of
the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed
for the determination of stockholders entitled to receive such distribution.


 






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(e)        The
reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger
to which Section 15.02 applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to
all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination
of stockholders entitled to receive such distribution” and “the date fixed for such determination” within the meaning
of subsection (d) of this Section), and (b) a subdivision or combination, as the case may be, of the number of shares of Common
Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter
(and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision becomes effective”
or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision
or combination becomes effective” within the meaning of subsection (c) of this Section).


 


(f)         For
the purpose of any computation under subsections (b) and (d) of this Section, the current market price per share of Common Stock
on any date shall be deemed to be the average of the daily closing prices for the 30 consecutive Business Days selected by the Company
commencing not less than 30 nor more than 45 Business Days before the day in question. The closing price for each day shall be the last
reported sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and
asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock are listed or admitted
to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the average of the closing
bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time
by the Company for that purpose.


 


(g)        The
Company may make such reductions in the conversion price, in addition to those required by subsections (a), (b), (c) and (d) of
this Section, as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or
stock rights shall not be taxable to the recipients.


 


Section 15.06     Notice
of Adjustments of Conversion Price.


 


Whenever the conversion price is adjusted as herein
provided:


 


(1)        the
Company shall compute the adjusted conversion price in accordance with Section 15.05 and shall prepare a certificate signed by the
Treasurer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment
is based, and such certificate shall forthwith be filed at each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 10.02; and


 






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(2)        a
notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall forthwith be required,
and as soon as practicable after it is required, such notice shall be mailed by the Company to all Holders at their respective last addresses
as they shall appear in the Security Register or otherwise in accordance with the procedures of the Depositary (with a copy to the Trustee).


 


Section 15.07     Notice
of Certain Corporate Action.


 


In case at any time after 20 Business Days preceding
the Initial Conversion Date:


 


(1)        the
Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings;
or


 


(2)        the
Company shall authorize the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any other rights; or


 


(3)        of
any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock),
or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required,
or of the sale or transfer of all or substantially all of the assets of the Company; or


 


(4)        of
the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02, and shall cause to be mailed to all Holders
at their respective last addresses as they shall appear in the Security Register or otherwise in accordance with the procedures of the
Depositary (with a copy to the Trustee), at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior
to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation
or winding up.


 


Section 15.08     Company
to Reserve Common Stock.


 


The Company shall at all times reserve and keep
available, free from pre-emptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion
of Securities, the full number of shares of Common Stock then issuable upon the conversion of all outstanding Securities.


 






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Section 15.09     Taxes
on Conversions.


 


The Company will pay any and all taxes that may
be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto. The Company shall
not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established to the
satisfaction of the Company that such tax has been paid.


 


Section 15.10     Covenant
as to Common Stock.


 


The Company covenants that all shares of Common
Stock which may be issued upon conversion of Securities will upon issue be fully paid and nonassessable and, except as provided in Section 15.09,
the Company will pay all taxes, liens and charges with respect to the issue thereof.


 


Section 15.11     Cancellation
of Converted Securities.


 


All Securities delivered for conversion shall be
delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.


 


Section 15.12     Provisions
in Case of Consolidation, Merger or Sale of Assets.


 


In case of any consolidation of the Company with,
or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result
in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer
of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the Trustee in accordance with Section 9.01(9) a supplemental
indenture providing that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 15.02, to convert such Security only into the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming
such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or into which the Company merged
or which merged into the Company or to which such sale or transfer was made, as the case may be (“constituent Person”), or
an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities,
cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities,
cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of
the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the
purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale
or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing
shares), and assuming, if such consolidation, merger, sale or transfer is prior to the Initial Conversion Date, that the Securities were
convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 15.02
as adjusted from the date of establishment of the Initial Conversion Price with respect to Securities of a series to such time pursuant
to subsections (a), (b), (c), (d) and (g) of Section 15.05. Such supplemental indenture shall provide for adjustments which,
for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.


 






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Section 15.13     Responsibility
of Trustee.


 


The Trustee shall not at any time be under any
duty or responsibility to any Holder of a Security to make or cause to be made any adjustment of the conversion price, or to determine
the price of Common Stock or any other security, whether any facts exist which may require any such calculation with respect to, or adjustment,
or with respect to the nature or extent of any such adjustment when made, or with respect to any method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. The Trustee shall not be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock or of any securities or property which may at any time be issued or delivered
upon conversion of any Security; and the Trustee makes no representation with respect thereto. The Trustee shall not be responsible for
any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property
upon surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article Fifteen.
Without limiting the generality of the foregoing, the Trustee shall not be under any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to Section 5.12 relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event
referred to in such Section 5.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01,
may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected
in conclusively relying upon, the Officers’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with
the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor any other agent acting
under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or to determine
whether the Securities may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any
of the Holders if the Securities have become convertible pursuant to the terms of this Indenture.


 


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


 






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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.


 


	 	FIRST FOUNDATION INC.	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 		,
	 	as Trustee	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






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