Exhibit 4.9


 


SUBORDINATED INDENTURE


 


HOWARD BANCORP, INC.


 


as the Company


 


and


 


[_____________________]


 


as Trustee


 


Dated as of [_________________]


 




     


     


    

 


CROSS-REFERENCE TABLE


 


	Trust Indenture Act Section	Indenture Section
	310(a)(1)	7.11
	(a)(2)	7.11
	(a)(3)	N.A.;1.01
	(a)(4)	N.A.
	(a)(5)	7.11; 10.01
	(b)	7.03; 7.09; 7.11; 10.01
	311(a)	7.03
	(b)	7.03
	312(a)	4.03
	(b)	10.15
	(c)	10.15
	313(a)	7.06
	(b)(1)	7.06
	(b)(2)	7.06
	(c)	7.06; 10.01;10.02
	(c)(2)	10.02
	(d)	7.06
	314(a)	4.04; 4.05; 10.01; 10.02
	(b)	N.A.
	(c)(1)	7.02; 10.03; 10.04
	(c)(2)	7.02; 10.03; 10.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	10.04
	(f)	N.A.
	315(a)	7.01(a); 7.02(a)
	(b)	6.08; 7.02; 10.02
	(c)	7.01; 7.02
	(d)	6.07; 7.01(c); 7.02
	(e)	6.09; 7.02
	316(a)(last sentence)	2.09
	(a)(1)(A)	6.07; 6.07(a)
	(a)(1)(B)	6.07; 6.07(b)
	(a)(2)	9.02
	(b)	6.04
	(c)	9.03
	317(a)(1)	6.02; 6.02(a); 6.02(b) 
	(a)(2)	6.02; 6.02(c)
	(b)	2.06
	318(a)	10.01
	(c)	10.01


N.A. means Not Applicable


Note: this Cross-Reference Table shall not,
for any purpose, be deemed to be a part of this Indenture.


 




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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I 	DEFINITIONS AND INCORPORATION BY REFERENCE 	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	6
	Section 1.03.	Incorporation by Reference of Trust Indenture Act	6
	Section 1.04.	Rules of Construction	7
	 	 	 
	ARTICLE II	THE SECURITIES	7
	 	 	 
	Section 2.01.	Form And Dating	7
	Section 2.02.	Execution and Authentication	7
	Section 2.03.	Amount Unlimited; Issuable in Series	10
	Section 2.04.	Denomination and Date of Securities; Payments of Interest	12
	Section 2.05.	Registrar and Paying Agent; Agents Generally	13
	Section 2.06.	Paying Agent to Hold Money in Trust	14
	Section 2.07.	Transfer and Exchange	14
	Section 2.08.	Replacement Securities	17
	Section 2.09.	Outstanding Securities	18
	Section 2.10	 Temporary Securities	19
	Section 2.11.	Cancellation	19
	Section 2.12.	CUSIP Numbers	19
	Section 2.13.	Defaulted Interest	20
	Section 2.14.	Series May Include Tranches	20
	 	 	 
	ARTICLE III	REDEMPTION	20
	 	 	 
	Section 3.01.	Applicability of Article	20
	Section 3.02.	Notice of Redemption; Partial Redemptions	21
	Section 3.03.	Payment Of Securities Called For Redemption	22
	Section 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption	23
	Section 3.05.	Federal Reserve Approval	23
	 	 	 
	ARTICLE IV	COVENANTS	23
	 	 	 
	Section 4.01.	Payment of Securities	23
	Section 4.02.	Maintenance of Office or Agency	24
	Section 4.03.	Securityholders’ Lists	25
	Section 4.04.	Certificate to Trustee	25
	Section 4.05.	Reports by the Company	25
	Section 4.06.	Additional Amounts	26
	Section 4.07.	Calculation of Original Issue Discount	26
	 	 	 
	ARTICLE V	SUCCESSOR CORPORATION	27
	 	 	 
	Section 5.01.	When Company May Merge, Etc.	27
	Section 5.02.	Successor Substituted	27



 






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	ARTICLE VI	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	27
	 	 	 
	Section 6.01.	Events Of Default	27
	Section 6.02.	Payment of Securities on Default; Suit Therefor	30
	Section 6.03.	Application of Money Collected by Trustee	31
	Section 6.04.	Proceedings by Securityholders	32
	Section 6.05.	Proceedings by Trustee	33
	Section 6.06.	Remedies Cumulative and Continuing; Delay or Omission Not Waiver	33
	Section 6.07.	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders	33
	Section 6.08.	Notice of Defaults	34
	Section 6.09.	Undertaking to Pay Costs	34
	 	 	 
	ARTICLE VII	TRUSTEE	35
	 	 	 
	Section 7.01.	Certain Duties and Responsibilities	35
	Section 7.02.	Certain Rights of Trustee	36
	Section 7.03.	Individual Rights of Trustee	37
	Section 7.04.	Trustee’s Disclaimer	38
	Section 7.05.	[Intentionally Omitted]	38
	Section 7.06.	Reports by Trustee to Holders	38
	Section 7.07.	Compensation and Indemnity	38
	Section 7.08.	Replacement of Trustee	39
	Section 7.09.	Acceptance of Appointment by Successor	40
	Section 7.10.	Successor Trustee by Merger	41
	Section 7.11.	Eligibility	41
	 	 	 
	ARTICLE VIII	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	42
	 	 	 
	Section 8.01.	Satisfaction and Discharge of Indenture	42
	Section 8.02.	 Application by Trustee of Funds Deposited for Payment of Securities	43
	Section 8.03.	Repayment of Moneys Held by Paying Agent	43
	Section 8.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	43
	Section 8.05.	Defeasance and Discharge of Indenture	43
	Section 8.06.	Defeasance of Certain Obligations	45
	Section 8.07.	Reinstatement	46
	Section 8.08.	Indemnity	46
	Section 8.09.	Excess Funds	47
	Section 8.10.	Qualifying Trustee	47
	 	 	 
	ARTICLE IX	AMENDMENTS, SUPPLEMENTS AND WAIVERS	47
	 	 	 
	Section 9.01.	Without Consent of Holders	47
	Section 9.02.	With Consent of Holders	48
	Section 9.03.	Revocation and Effect of Consent	50
	Section 9.04.	Notation on or Exchange of Securities	50
	Section 9.05.	Trustee to Sign Amendments, Etc	50



 






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	Section 9.06.	Conformity with Trust Indenture Act	51
	 	 	 
	ARTICLE X	MISCELLANEOUS	51
	 	 	 
	Section 10.01.	Trust Indenture Act of 1939	51
	Section 10.02.	Notices	51
	Section 10.03.	Certificate and Opinion as to Conditions Precedent	52
	Section 10.04.	Statements Required in Certificate or Opinion	52
	Section 10.05.	Evidence of Ownership	53
	Section 10.06.	Rules by Trustee, Paying Agent or Registrar	54
	Section 10.07.	Payment Date Other Than a Business Day	54
	Section 10.08.	Governing Law; Waiver of Trial by Jury	54
	Section 10.09.	No Adverse Interpretation of Other Agreements	54
	Section 10.10.	Successors	54
	Section 10.11.	Duplicate Originals	54
	Section 10.12.	Separability	54
	Section 10.13.	Table of Contents, Headings, Etc.	54
	Section 10.14.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	55
	Section 10.15.	Communications by Holders with Other Holders	55
	 	 	 
	ARTICLE XI	SUBORDINATION OF SECURITIES	55
	 	 	 
	Section 11.01.	Agreement to Subordinate	55
	Section 11.02.	Obligation of the Company Unconditional	57
	Section 11.03.	Notice to Trustee of Facts Prohibiting Payment	57
	Section 11.04.	Application by Trustee of Moneys Deposited with It	58
	Section 11.05.	Subrogation to Rights of Holders of Senior Indebtedness	58
	Section 11.06.	Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness	58
	Section 11.07.	Authorization of Trustee to Effectuate Subordination of Securities	58
	Section 11.08.	Right of Trustee to Hold Senior Indebtedness	59
	Section 11.09.	Article 11 Not to Prevent Events of Default	59
	Section 11.10.	Article Applicable to Paying Agents	59
	Section 11.11.	Reliance on Judicial Order or Certificate of Liquidating Agent	59
	Section 11.12.	Trustee Not Fiduciary for Holders of Senior Indebtedness	59
	Section 11.13.	Payment Permitted If No Default	60



 



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SUBORDINATED INDENTURE,
dated as of [___________], between Howard Bancorp, Inc., a Maryland corporation (the “Company,” which term includes
any successor as permitted in accordance with the terms hereof) and [_______________], as Trustee.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has
duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued
in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized
in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration
thereof;


 


WHEREAS, the Company has
duly authorized the execution and delivery of this Indenture; and


 


WHEREAS, all things necessary
to make this Indenture a valid indenture and agreement according to its terms have been done.


 


NOW, THEREFORE:


 


In consideration of the
premises and the purchases of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time of the Securities or of any and all series thereof
and of the coupons, if any, appertaining thereto as follows:


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.   Definitions.


 


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


 


“Agent” means
any Registrar, Paying Agent, transfer agent or Authenticating Agent.


 


“Authorized Newspaper”
means The Wall Street Journal (Eastern Edition) and any newspaper published in an official language of the country of publication
customarily published at least once a day for at least five days in each calendar week and of general circulation in [__________].
If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute
a sufficient publication of such notice.


 






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“Board Resolution”
means one or more resolutions of the board of directors of the Company or any authorized committee thereof, certified by the secretary
or an assistant secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered
to the Trustee.


 


“Business Day”
means any day other than a Saturday, Sunday or any day on which banking institutions or trust companies in Maryland are authorized
or obligated by applicable law, regulation or executive order to close.


 


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


 


“Company” means
the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of this Indenture
and thereafter means the successor.


 


“Corporate Trust
Office” means the corporate trust office of the Trustee at which at any particular time the transactions contemplated by
this Indenture shall be administered and to which all notices required to be provided to the Trustee hereunder shall be delivered,
which office as of the date of this instrument is located at [_______________].


 


“default” means
any event that is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities,
the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person
who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with
respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that
series.


 


“Event of Default”
means any event specified in Section 6.01, continued for the period of time, if any, and after the giving of the notice, if any,
designated in Section 6.01.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Federal Reserve”
means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank or
financial holding companies.


 






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“GAAP” means
generally accepted accounting principles in the United States of America as in effect as of the date hereof applied on a basis
consistent with the principles, methods, procedures and practices employed in the preparation of the Company’s audited financial
statements, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as is approved by a significant segment of the accounting profession.


 


“Holder” or
“Securityholder” means the registered holder of any Security with respect to Registered Securities and the bearer of
any Unregistered Security or any coupon appertaining thereto, as the case may be.


 


“Indenture”
means this Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or more
indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include
the forms and terms of the Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.


 


“Officer” means,
with respect to the Company, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President,
any of the Executive Vice Presidents or any of the Senior Vice Presidents, the Treasurer or any Assistant Treasurer, or the Secretary
or any Assistant Secretary.


 


“Officers’
Certificate”, when used with respect to the Company, means a certificate signed by an Officer and the Secretary or any Assistant
Secretary, and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable
by the terms thereof to such certificate, and, except as otherwise provided in this Indenture, each such certificate shall include
the statements provided for in Section 10.04.


 


“Opinion of Counsel”
means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, and who is acceptable to
the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable by the terms thereof to
such an opinion, and include the statements provided in Section 10.04, if and to the extent required thereby.


 


“Original Issue Date”
of any Security (or portion thereof) means the earlier of (a) the date of authentication of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange
or substitution.


 


“Original Issue Discount
Security” means any Security that 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 6.01.


 


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


 






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“Person” means
an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.


 


“Principal”
of a Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the
Security.


 


“Ranking Junior to
the Securities,” when used with respect to any obligation of the Company, means any obligation of the Company which (a) ranks
junior to and not equally with or prior to the Securities in right of payment upon the happening of any event of the kind specified
in the first sentence of the first paragraph of Section 11.01, and (b) is specifically designated as ranking junior to the Securities
by express provisions in the instrument creating or evidencing such obligation. The securing of any obligations of the Company,
otherwise Ranking Junior to the Securities, is not deemed to prevent such obligations from constituting obligations Ranking Junior
to the Securities.


 


“Ranking on a Parity
with the Securities,” when used with respect to any obligation of the Company, means any obligation of the Company which
(a) ranks equally with and not prior to the Securities in right of payment upon the happening of any event of the kind specified
in the first sentence of the first paragraph of Section 11.01, and (b) is specifically designated as ranking on a parity with the
Securities by express provision in the instrument creating or evidencing such obligation. The securing of any obligations of the
Company, otherwise Ranking on a Parity with the Securities, is not deemed to prevent such obligations from constituting obligations
Ranking on a Parity with the Securities.


 


“Registered Global
Security” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.


 


“Registered Security”
means any Security registered on the Security Register (as defined in Section 2.05).


 


“Responsible Officer”
means, with respect to the Trustee, any officer assigned to the corporate trust department (or any successor division or unit)
of the Trustee located at the Corporate Trust Office, who shall have direct responsibility for the administration of this Indenture,
and for purposes of Section 6.08 shall also include any other officer of the Trustee to whom any corporate trust matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.


 


“Securities”
means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture and, unless the context indicates otherwise, shall include any coupon appertaining thereto.


 






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“Securities Act”
means the Securities Act of 1933, as amended.


 


“Senior Indebtedness”
means the following, whether now outstanding or subsequently created, assumed or incurred: (1) all indebtedness of the Company
for money borrowed or purchased money, whether or not evidenced by bonds, debentures, notes, or other written instruments; (2)
any deferred obligation of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary
course of business; (3) all obligations of the Company in respect of any letters of credit; (4) all capital lease obligations of
the Company; (5) all indebtedness or other obligations of the Company in respect of interest rate swap, cap or other agreements,
interest rate future or option contracts, currency swap agreements, currency future or option contacts, commodity contracts and
other similar agreements and arrangements designed to protect against fluctuations in currency exchange or interest rates; (6)
any obligations of the Company to the Company’s general creditors (as defined for purposes of the capital adequacy regulations
of the Federal Reserve applicable to the Company as the same may be amended or modified from time to time); and (7) all obligations
of the type referred to in clauses (1) through (6) of other Persons for the payment of which the Company is responsible or liable
as obligor, guarantor or otherwise, whether or not classified as a liability on a balance sheet prepared in accordance with GAAP;
provided, that “Senior Indebtedness” does not include (a) the Securities issued under this Indenture, or (b) any indebtedness
or any guarantee Ranking Junior to the Securities or Ranking on a Parity with the Securities. For the avoidance of doubt, if the
Federal Reserve (or other competent regulatory agency or authority) promulgates any rule or issues any interpretation that defines
“general creditor(s),” the main purpose of which is to establish criteria for determining whether the subordinated
debt of a financial or bank holding company is to be included in its capital, then the term “general creditors” as
used in this definition will have the meaning as described in that rule or interpretation.


 


“Subsidiary”
means, with respect to any Person, any corporation, association or other business entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person.


 


“Trustee” means
the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions
of Article 7 and thereafter 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.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from
time to time.


 


“Unregistered Security”
means any Security other than a Registered Security.


 






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“U.S. Government
Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of 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, and shall also include
a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder
of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.


 


“Yield to Maturity”
means, as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are
issuable from time to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause
(i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable, at the most recent
redetermination of interest on such series or on such Security, and calculated in accordance with the constant interest method
or such other accepted financial practice as is specified in the terms of such Security.


 


Section 1.02.   Other
Definitions. Each of the following terms is defined in the section set forth opposite such term:


 


	Term	 	Section
	 	 	 
	Authenticating Agent	 	2.02
	 	 	 
	Cash Transaction	 	7.03(a)
	 	 	 
	Dollars	 	4.02
	 	 	 
	Paying Agent	 	2.05
	 	 	 
	Registrar	 	2.05
	 	 	 
	Security Register	 	2.05
	 	 	 
	Self-liquidating Paper	 	7.03(b)
	 	 	 
	Tranche	 	2.14


 


Section 1.03.   Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of and applicable to this Indenture whether or not such provision shall, by the
terms thereof, then be applicable hereto. The following terms used in this Indenture that are defined by the Trust Indenture Act
have the following meanings:


 


“indenture securities”
means the Securities;


 






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“obligor on the indenture securities”
means the Company or any other obligor on the Securities.


 


All other terms used in
this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute
or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.


 


Section 1.04.    Rules
of Construction. Unless the context otherwise requires:


 


(a)      an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(b)      words in the singular
include the plural, and words in the plural include the singular;


 


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


 


(d)      all references to
Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and


 


(e)      use of masculine,
feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include,
where appropriate, the other pronouns.


 


ARTICLE II


THE SECURITIES


 


Section 2.01.    Form
and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture)
as shall be established by or pursuant to one or more Board Resolutions and set forth in an Officers’ Certificate 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 imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules
of any securities exchange or usage, all as may be determined by the officers executing such Securities as evidenced by their execution
of the Securities. Unless otherwise so established, Unregistered Securities shall have coupons attached.


 


Section 2.02.    Execution
and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons, if any, appertaining
thereto, for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature
is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security
and such coupon shall nevertheless be valid.


 






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The Trustee, at the expense
of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating
Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such Authenticating Agent.


 


A Security and the coupons
appertaining thereto shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication
on the Security or on the Security to which such coupon appertains by an authorized signatory. The signature shall be conclusive
evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto
appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred
to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order
of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication
of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents
have been superseded or revoked:


 


(a)      any Board Resolution
and Officers’ Certificate or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which
the forms and terms of the Securities of that series were established;


 


(b)      an Officers’
Certificate stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic
Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance
with this Indenture; and


 


(c)      an Opinion of Counsel
substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic
Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance
with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and,
if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers
thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations
of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and
covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee.


 


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.


 






    	 	8	 



     


    

 


Notwithstanding the provisions
of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued
at one time, it shall be necessary to deliver the Board Resolution required pursuant to Section 2.01 and the written order, Officers’
Certificate and Opinion of Counsel required pursuant to Section 2.02 at or prior to the authentication of each Security of such
series.


 


With respect to Securities
of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities,
the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication
of Securities of such series.


 


If the Company shall establish
pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered
Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global
Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for
such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the
following effect:


 


THIS SECURITY IS A REGISTERED
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF [CEDE & CO.],
AS NOMINEE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION] (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS REGISTERED
GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO [CEDE & CO.] OR TO SUCH OTHER ENTITY 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
SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.], THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.


 






    	 	9	 



     


    

 


Section 2.03.    Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The Securities may be issued
in one or more series and shall be subordinated to Senior Indebtedness pursuant to the provisions of Article 11 hereof. There shall
be established in or pursuant to Board Resolution and set forth in an Officers’ Certificate or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of the
penultimate paragraph of this Section 2.03:


 


(a)      the designation of
the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;


 


(b)      any limit upon the
aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any
limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities
of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, or upon redemption of, other Securities of the series pursuant hereto);


 


(c)      the date or dates
on which the principal of the Securities of the series is payable (which date or dates may be fixed, deferred or extendible);


 


(d)      the rate or rates
(which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates
from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which
a record shall be taken for the determination of Holders to whom interest is payable, the circumstances and periods, if any, in
which or during which the Company may or shall defer the payment of interest on the Securities and/or the method by which such
rate or rates or date or dates shall be determined;


 


(e)      if other than as provided
in Section 4.02, the place or places where the principal of and any interest on Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for exchange, notices or demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served, and notice to Holders may be published;


 


(f)      the right, if any,
of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the
price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking
fund or otherwise;


 


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


 






    	 	10	 



     


    

 


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


 


(i)      if other than the
principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof;


 


(j)      if other than the
coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest on
the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which
the Securities of the series are denominated, the manner in which such amounts shall be determined;


 


(k)      if other than the
currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal
of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against
other currencies in which any other Securities shall be payable;


 


(l)       whether the Securities
of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable
as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities will
be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer,
sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms
upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;


 


(m)     whether and under
what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person
in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option
to redeem such Securities rather than pay such additional amounts;


 


(n)      if the Securities
of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of
such certificates, documents or conditions;


 


(o)      any trustees, depositaries,
authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;


 






    	 	11	 



     


    

 


(p)      provisions, if any,
for the defeasance of the Securities of the series (including provisions permitting defeasance of fewer than all Securities of
the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing)
the provisions of Article 8;


 


(q)      if the Securities
of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global
form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities
in global form;


 


(r)      any other Events of
Default or covenants with respect to the Securities of the series; and


 


(s)      any other terms of
the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Securities of any one
series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities
as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant
to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities
to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described
in such Board Resolution or supplemental indenture.


 


Unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and
additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such
series as increased.


 


Section 2.04.    Denomination
and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Unregistered
Securities in denominations established as contemplated by Section 2.03 or, if not so established with respect to Securities of
any series, in denominations of $1,000 and any integral multiple thereof. The Securities of each series shall be numbered, lettered
or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Company executing the same may
determine, as evidenced by their execution thereof.


 


Unless otherwise specified
with respect to a series of Securities, each Security shall be dated the date of its authentication. The Securities of each series
shall bear interest, if any, from the date, and such interest and shall be payable on the dates, established as contemplated by
Section 2.03.


 






    	 	12	 



     


    

 


The person in whose name
any Registered Security of any series is registered at the close of business on any record date applicable to a particular series
with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such
interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest
payment date for such series, in which case the provisions of Section 2.13 shall apply. The term “record date” as used
with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall
mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section
2.03, or, if no such date is so established, the fifteenth day next preceding such interest payment date, whether or not such record
date is a Business Day.


 


Section 2.05.    Registrar
and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may be presented for registration,
registration of transfer or for exchange (the “Registrar”), which shall be in [____________] or in Ellicott City, Maryland
and an office or agency where Securities may be presented for payment (the “Paying Agent”), which shall be the Corporate
Trust Office located in [_____________] or in Ellicott City, Maryland. The Company shall cause the Registrar to keep a register
of the Registered Securities and of their registration, transfer and exchange (the “Security Register”). The Company
may have one or more additional Paying Agents or transfer agents with respect to any series.


 


The Company shall enter
into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture and the Trust Indenture Act, to the extent required by the terms thereof or hereof, that relate to such Agent.
The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any change in the name or
address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may
remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until
(i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered
into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee
shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company
or any Affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company nor an Affiliate of the
Company shall act as Paying Agent in connection with the defeasance of the Securities or the discharge of this Indenture under
Article 8.


 


The Company initially appoints
the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar
shall make available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably
request the names and addresses of the Holders as they appear in the Security Register.


 






    	 	13	 



     


    

 


Section 2.06.    Paying
Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case of Unregistered
Securities, 10:00 a.m. New York City time on the Business Day prior to the due date, of any Principal or interest on any Securities,
the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such Principal or interest.
The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust
for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of Principal
of and interest on such Securities and to agree to promptly notify the Trustee of any default by the Company in making any such
payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds
disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the
Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Affiliate of the
Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Securities, segregate
and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest
so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and
will promptly notify the Trustee in writing of its action or failure to act as required by this Section.


 


Section 2.07.    Transfer
and Exchange. Unregistered Securities (except for any temporary global Unregistered Securities) and coupons (except for coupons
attached to any temporary global Unregistered Securities) shall be transferable by delivery.


 


At the option of the Holder
thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged
for a Registered Security or Registered Securities of such series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company that shall be maintained
for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise established
pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered
Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of
such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance
with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured
coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided.
At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and Original Issue
Date are issued in more than one authorized denomination, except as otherwise established pursuant to Section 2.03, such Unregistered
Securities may be exchanged for Unregistered Securities of such series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained
for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all
unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of
the charges hereinafter provided. Registered Securities of any series may not be exchanged for Unregistered Securities of such
series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive.


 






    	 	14	 



     


    

 


Notwithstanding the foregoing,
an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless the Trustee receives
a certificate signed by the Person entitled to delivery of such Security or other items or documents fulfilling such conditions
as shall be required by regulations of the U.S. Department of the Treasury, or shall be notified by the Company that such a certificate
shall not be required by such regulations; provided, however, that no such Unregistered Security shall be delivered by the Trustee
if the Trustee or such agent shall have, or shall have been notified in writing by the Company that the Company has, actual knowledge
that such certificate is false.


 


Upon surrender for registration
of transfer of any Registered Security of a series at the agency of the Company that shall be maintained for that purpose in accordance
with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


All Registered Securities
presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney
duly authorized in writing.


 


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 exchange or
registration of transfer of Securities. No service charge shall be made for any such transaction.


 


Notwithstanding any other
provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered form,
a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of
such successor Depositary.


 


If at any time the Depositary
for any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary
for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be
eligible under applicable law (including, without limitation, ceasing to be a registered clearing agency under the Exchange Act),
the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities.
If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within
120 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee,
upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver Registered Securities of such series and tenor, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered
Global Securities.


 






    	 	15	 



     


    

 


The Company may at any
time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered Global Securities
of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt
of the Company’s order for the authentication and delivery of definitive Registered Securities of such series, will authenticate
and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal
to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.


 


If an Event of Default
shall have occurred and be continuing and the Trustee and the Company shall have received from the Depository a written request
to discontinue the Registered Global Securities of the affected series, then the Company will execute, and the Trustee, upon receipt
of the Company’s order for the authentication and delivery of definitive Registered Securities of such series, will authenticate
and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal
to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.


 


Any time the Registered
Securities of any series are not in the form of Registered Global Securities pursuant to the preceding paragraphs, the Company
agrees to supply the Trustee with a reasonable supply of certificated Registered Securities without the legend required by Section
2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the
terms of this Indenture.


 


If established by the Company
pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may
surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the same series and tenor
in definitive registered 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:


 


(a)      to the Person specified
by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations as requested by such
Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered
Global Security; and


 


(b)      to such Depositary
a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered
Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to
clause (a) above.


 






    	 	16	 



     


    

 


Registered Securities issued
in exchange for a Registered Global Security pursuant to this Section 2.07 shall be registered in such names and in such authorized
denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such
Securities to or as directed by the Persons in whose names such Securities are so registered.


 


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


 


Notwithstanding anything
herein or in the forms or terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the Company
or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result
in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its
income, as computed for Federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable
United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers’ Certificate
or an Opinion of Counsel in determining such result.


 


The Registrar shall not
be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before
a selection of such Securities to be redeemed or (ii) to register the transfer of or exchange any Security selected for redemption
in whole or in part.


 


Section 2.08.    Replacement
Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver, in exchange for such mutilated Security or in exchange
for the Security to which a mutilated coupon appertains, a new Security of the same series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such
mutilated Security or to the Security to which such mutilated coupon appertains.


 


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 or coupon and
(ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security or coupon 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 or
in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon appertains.


 






    	 	17	 



     


    

 


In case any such mutilated,
destroyed, lost or stolen Security or coupon 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 or coupon (without surrender thereof except in the case of a mutilated Security
or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them and any agent of any of them harmless, and in the case of destruction, loss or theft, evidence
satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership
thereof; provided, however, that the Principal of and any interest on Unregistered Securities shall, except as otherwise provided
in Section 4.02, be payable only at an office or agency located outside the United States.


 


Upon the issuance of any
new Security under this Section, the Company may require 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, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange
for any mutilated Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall
constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen
Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone,
and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series and their coupons, if any, duly issued hereunder.


 


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


 


Section 2.09.    Outstanding
Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have
been defeased pursuant to Section 8.05.


 


If a Security is replaced
pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a holder in due course.


 


If the Paying Agent (other
than the Company or an Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the
Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date
such Securities cease to be outstanding and interest on them shall cease to accrue.


 






    	 	18	 



     


    

 


A Security does not cease
to be outstanding because the Company or one of its Affiliates holds such Security, provided, however, that, in determining whether
the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any Affiliate of the Company shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received
written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any Affiliate
of the Company, as security for loans or other obligations, otherwise than to another such Affiliate of the Company, shall be deemed
to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his
discretion the right to vote such securities, uncontrolled by the Company or by any such Affiliate.


 


Section 2.10     Temporary
Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and execute and the Trustee
shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of
definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate
by the Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities, with the concurrence
of the Trustee. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to
be prepared without unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities
at the office or agency of the Company designated for such purpose pursuant to Section 4.02, 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 a like principal amount of definitive Securities of such series and tenor and authorized
denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture
as definitive Securities of such series.


 


Section 2.11.    Cancellation.
The Company at any time may 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 for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose
of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment or cancellation and shall
deliver a certificate of disposition to the Company. The Company may not issue new Securities to replace Securities it has paid
in full or delivered to the Trustee for cancellation.


 


Section 2.12.    CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally
in use), and the Trustee shall use CUSIP numbers or ISIN numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of redemption or exchange. The Company will promptly notify the Trustee of any change in the “CUSIP,”
“ISIN” or any similar numbers.


 






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Section 2.13.    Defaulted
Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay, or shall deposit with
the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest (at the rate per annum as may be specified in the terms thereof, established pursuant
to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding
the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days
before such special record date, the Company shall mail to each Holder of such Registered Securities and to the Trustee a notice
that states the special record date, the payment date and the amount of defaulted interest to be paid.


 


Section 2.14.    Series
May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”) of Securities,
including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms,
including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical
terms, other than authentication date, public offering price and interest accrued prior to the applicable issue date. Notwithstanding
any other provision of this Indenture, with respect to Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof)
through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.04, 4.02, 6.01 through 6.09, 8.01 through 8.07, 9.02 and Section 10.07, if any series
of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed
equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless
otherwise provided with respect to such series or tranche pursuant to Section 2.03. In particular, and without limiting the scope
of the next preceding sentence, any of the provisions of such sections which provide for or permit action to be taken with respect
to a series of Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Securities
of one or more tranches within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action
is taken with respect to Securities in the remaining tranches of that series.


 


ARTICLE III


REDEMPTION


 


Section 3.01.    Applicability
of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated
by Section 2.03 for Securities of such series.


 






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Section 3.02.    Notice
of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage
prepaid (or by electronic transmission in accordance with the applicable procedures of the Depositary with respect to Global Registered
Securities), at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Registered Securities
of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered
Securities of any series to be redeemed as a whole or in part who have filed their names and addresses with the Trustee pursuant
to, and in accordance with, Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption,
by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such
Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered
Securities of any series to be redeemed as a whole or in part shall be published in an Authorized Newspaper in [__________] once
in each of three successive calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the
date fixed for redemption. Any notice which is mailed or published in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.


 


The notice of redemption
to each such Holder shall specify the CUSIP numbers of the Securities, if applicable, to be redeemed, the date fixed for redemption,
the redemption price, or if not then ascertainable, the manner of calculation thereof, the place or places of payment, that payment
will be made upon presentation and surrender of such Securities and, in the case of Securities with coupons attached thereto, of
all coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as
specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease
to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of
such Security, a new Security or Securities of such series and tenor in principal amount equal to the unredeemed portion thereof
will be issued.


 


The notice of redemption
of Securities of any series to be redeemed at the option 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, however, that the Company has delivered to the
Trustee, at least 45 days (unless a shorter period shall be acceptable to the Trustee) prior to the date fixed for redemption,
a written request that the Trustee give such notice and setting forth the information to be stated in such notice.


 


On or before 10:00 a.m.
New York City time on the redemption date or, in the case of Unregistered Securities, on or before 10:00 a.m. New York City time
on the Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company
will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee
at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of
this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all
such Securities are to be redeemed. If fewer than all the outstanding Securities of a series are to be redeemed, the Company will
deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to
the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate
stating the aggregate principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior
to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers’ Certificate evidencing compliance with such restriction or condition.


 






    	 	21	 



     


    

 


If fewer than all the Securities
of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part in principal amounts equal to
authorized denominations for Securities of such series. The Trustee shall promptly notify the Company in writing of the Securities
of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, 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 Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.


 


Section 3.03.    Payment
Of Securities Called For Redemption. If notice of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after such date interest on the Securities
or portions of Securities so called for redemption shall cease to accrue (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to such date), and the unmatured coupons, if any, appertaining
thereto shall be void and, except as provided in Section 8.02, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, together with all coupons, if any, appertaining thereto maturing
after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Company
at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment
of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with coupons attached
thereto, to the Holders of the coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the
Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections
2.04 and 2.13 hereof.


 






    	 	22	 



     


    

 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.


 


If any Security with coupons
attached thereto is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed
for redemption, the surrender of such missing coupon or coupons may be waived by the Company and the Trustee, if there be furnished
to each of them such security or indemnity as they may require to save each of them harmless.


 


Upon presentation of any
Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series and tenor (with any
unmatured coupons attached), of authorized denominations, in principal amount equal to the unredeemed portion of the Security so
presented.


 


Section 3.04.    Exclusion
of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in a written statement signed by an authorized Officer
of the Company and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given
as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company.


 


Section 3.05.    Federal
Reserve Approval. No notice of redemption or redemption shall be given or made without any required prior Federal Reserve approval.


 


ARTICLE IV


COVENANTS


 


Section 4.01.    Payment
of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in the manner provided
in the Securities and this Indenture. The interest on Securities with coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. The interest on any temporary Unregistered Securities
(together with any additional amounts payable pursuant to the terms of such Securities) shall be paid, as to the installments of
interest evidenced by coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments
of interest, if any, only upon presentation of such Unregistered Securities for notation thereon of the payment of such interest.
The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall
be payable only to the Holders thereof (subject to Section 2.04) and at the option of the Company may be paid by mailing checks
for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register
of the Company.


 






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Notwithstanding any provisions
of this Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree,
payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable
at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the Paying
Agent, upon receipt from the Company of immediately available funds by 10:00 A.M., New York City time (or such other time as may
be agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal funds wire transfer
or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that
such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments
of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount
as the unredeemed principal amount of the Securities surrendered. The Trustee shall be entitled to rely on the last instruction
delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date. The
Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability or expense (including
attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such Holder in connection with
any such agreement or from making any payment in accordance with any such agreement.


 


The Company shall pay interest
on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in
the Securities.


 


Section 4.02.    Maintenance
of Office or Agency. The Company will maintain in [____________], or Ellicott City, Maryland, an office or agency where Securities
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee,
located in [___________], as such office or agency of the Company. The Company will maintain an office or agency where Securities
may be presented for payment, and the Company hereby initially designates the Corporate Trust Office of the Trustee, located in
[________________], as such office or agency of the Company. 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 address of the Trustee set forth in Section 10.02.


 


The Company will maintain
one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required
to be maintained under the rules of any stock exchange on which the Securities of any series are listed) where the Unregistered
Securities, if any, of each series and coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered
Security or coupon will be made upon presentation of such Unregistered Security or coupon at an agency of the Company within the
United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless,
pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences
to the Company. Notwithstanding the foregoing, if full payment in United States Dollars (“Dollars”) at each agency
maintained by the Company outside the United States for payment on such Unregistered Securities or coupons appertaining thereto
is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered Securities
of any series and coupons appertaining thereto which are payable in Dollars may be made at an agency of the Company maintained
in the [______________], or Ellicott City, Maryland.


 






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The Company may also from
time to time designate one or more other offices or agencies where the Securities of any series may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in [________________], or Ellicott City,
Maryland, 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 4.03.    Securityholders’
Lists. If the Trustee is not the Registrar, the Company will furnish or cause to be furnished to the Trustee a list in such
form as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to, and in accordance
with, Section 312 of the Trust Indenture Act (a) semi-annually not more than 15 days after each record date for the payment of
semi-annual interest on the Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee
may request in writing, within thirty days after receipt by the Company of any such request as of a date not more than 15 days
prior to the time such information is furnished.


 


Section 4.04.    Certificate
to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than four months after the end of
its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required
by Section 10.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance of
the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period
of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of Section
314(a)(4) of the Trust Indenture Act.


 


Section 4.05.    Reports
by the Company. The Company covenants to file with the Trustee, within 15 days after the Company files the same with the Commission,
copies of the annual reports and of the information, documents, and other reports which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. All required information, documents and other reports
referred to in this Section 4.05 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information,
documents or other reports are publicly filed with the Commission via the Commission’s EDGAR filing system (or any successor
system).


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates
or certificates delivered pursuant to Section 4.04).


 






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Section 4.06.    Additional
Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first interest
payment date with respect to that series of Securities and at least 10 days prior to each date of payment of Principal of or interest
on the Securities of that series if there has been a change with respect to the matters set forth in the below- mentioned Officers’
Certificate, the Company shall furnish to the Trustee and the principal Paying Agent, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such Paying Agent whether such payment of Principal of or interest on the Securities of
that series shall be made to Holders of the Securities of that series without withholding or deduction for or on account of any
tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall
be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such Holders and shall certify the fact that additional amounts will be payable and the amounts so payable
to each Holder, and the Company shall pay to the Trustee or such Paying Agent the additional amounts required to be paid by this
Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without gross negligence or willful misconduct on their part, as determined by a final,
non-appealable decision by a court of competent jurisdiction, arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers’ Certificate furnished pursuant to this Section or in the event the Trustee shall
not withhold or deduct any sums as a result of the non-receipt of such an Officers’ Certificate.


 


Whenever in this Indenture
there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any
Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms
of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would
be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable)
in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where
such express mention is not made.


 


Section 4.07.    Calculation
of Original Issue Discount. If applicable, the Company shall file with the Trustee promptly after the end of each calendar
year (i) written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on
outstanding Original Issue Discount Securities as of the end of such year and (ii) such other specific information relating to
such original issue discount as may be required to be provided to the Trustee or to the holders of the Securities pursuant to the
Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 






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ARTICLE V


SUCCESSOR CORPORATION


 


Section 5.01.    When
Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any
Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred,
leased or conveyed shall be an entity organized and validly existing under the laws of the United States of America, any state
thereof or the District of Columbia or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the performance
of every other covenant of this Indenture on the part of the Company and the Company in the case of clauses (x) and (y) shall have
delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer, lease
or other disposition and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided
for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal,
valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject
to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction
and assuming that all outstanding indebtedness of the Person which merged into the Company under clause (x) above or into or with
which the Company was merged or consolidated under clause (y) above was first incurred at the time of such merger or consolidation,
no default and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and
be continuing.


 


Section 5.02.    Successor
Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially
all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or other disposition
is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company herein and thereafter the predecessor Person, except
in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE VI


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS


ON EVENT OF DEFAULT


 


Section 6.01.    Events
Of Default.


 


“Event of Default,”
when used herein with respect to the 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 11 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):


 






    	 	27	 



     


    

 


(a)      failure to pay any
interest upon the Securities of any series as and when it becomes due and payable, which default continues for a period of 30 days;


 


(b)      failure to pay the
Principal of any of the Securities as and when it becomes due and payable;


 


(c)      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 in the Securities
of such series or in this Indenture with respect to any Security of such series, and continuance of such failure 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 such series at the time outstanding;


 


(d)      a court having jurisdiction
in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or ordering the winding
up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;


 


(e)      the Company shall commence
a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent
to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or for any
substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to
pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing; or


 


(f)      any other Event of Default
established pursuant to Section 2.03 with respect to the Securities of such series occurs.


 


If an Event of Default
described in clause (d) or (e) above occurs and is continuing, then and in each such case either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities of any such series then outstanding hereunder (each such series
treated as a separate class), by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare
the principal amount (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series to
be due and payable immediately, and upon any such declaration the same shall become and shall be immediately and automatically
due and payable. This provision, however, is subject to the condition that, at any time after such a declaration of acceleration,
and before any judgment or decree for the payment of the money due shall have been obtained or entered as hereinafter provided,
the Holders of a majority in aggregate principal amount of the Securities of such series then outstanding, by written notice to
the Company and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences, if:


 






    	 	28	 



     


    

 


(i)          the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay:


 


(A)    all matured installments
of interest on all the Securities of such series (with interest on overdue installments of interest (to the extent that payment
of such interest is enforceable under applicable law) at the rate borne by the Securities of such series (or Yield to Maturity,
in the case of Original Issue Discount Securities) to the date of such payment or deposit); and


 


(B) 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 any other amounts due the Trustee under Section 7.07; and


 


(ii)         any and all defaults
with respect to Securities of such series under this Indenture, other than the nonpayment of Principal and accrued interest on
Securities on such series that shall have become due by acceleration, shall have been cured or waived as provided in Section 6.07.


 


No such waiver or rescission
and annulment shall extend or shall affect any subsequent default or shall impair any right consequent thereon.


 


Unless otherwise expressly
provided with respect to a series of Securities, there is no right of acceleration upon the occurrence of an Event of Default described
in clauses (a), (b), (c) or (f) above.


 


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


 


In case the Trustee or
any Securityholder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee
or any Securityholder, then and in every such case the Company, the Trustee and such Securityholders, subject to any determination
in such proceeding, shall be restored respectively to their several positions and rights under this Indenture, and all rights,
remedies and powers of the Company, the Trustee and such Securityholders shall continue as though no such proceeding had been taken.


 






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Section 6.02.    Payment
of Securities on Default; Suit Therefor.


 


(a)      In case default shall
be made in the payment of (i) any installment of interest upon any Securities of any series as and when the same shall become due
and payable (after giving effect to any deferral period applicable to the Securities of such series established pursuant to Section
2.03(d)), and such default shall have continued for a period of 30 days, or (ii) the principal of any of the Securities of such
series as and when the same shall have become due and payable, by declaration as authorized by this Indenture or otherwise, then,
upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Securities of such series,
the whole amount that then shall have become due and payable on all such Securities for Principal or interest, or any combination
thereof, as the case may be, with interest upon the portion of the overdue Principal that consists of principal and (to the extent
that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, at the rate borne
by the Securities of such series or Yield to Maturity (in the case of Original Issue Discount Securities); and, in addition, such
further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent, attorneys and counsel.


 


(b)      In case the Company
shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final
decree against the Company or any other obligor on the Securities of any series and collect in the manner provided by law out of
the property of the Company or any other obligor on the Securities of such series, wherever situated, the money adjudged or decreed
to be payable.


 


(c)      In case there shall
be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Securities of any
series under Title 11 of the United States Code or any other applicable law, or in case a receiver or trustee shall have been appointed
for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the
Company or other obligor on the Securities of such series, or to the creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as expressed
in the Securities of such series or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise,
to file and prove a claim or claims for the whole amount of Principal and interest owing and unpaid in respect of the Securities
of such series, and, in case of any judicial proceedings, (i) to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and reimbursement of all other expenses and liabilities incurred
by the Trustee) and of the Securityholders allowed in such judicial proceedings relative to the Company or any other obligor on
the Securities of such series, its or their creditors, or its or their property, and (ii) to collect and receive any money or other
property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make
such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payment directly to the Securityholders,
to pay to the Trustee any amount due it for reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel and any other amounts due the Trustee under Section 7.07. To the extent that such payment of reasonable compensation,
expenses and counsel fees out of the trust estate in any such proceedings shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other property which
the Holders of the Securities of such series may be entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.


 








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(d)      Nothing
contained in this Section 6.02 shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Securityholder
any plan of reorganization or arrangement affecting the Securities of any series or the rights of any Securityholder, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.


 


(e)      All
rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by
the Trustee without the possession of any of the Securities of such series, or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the Holders of the Securities of such series.


 


Section 6.03.    Application
of Money Collected by Trustee. Any money collected by the Trustee with respect to the Securities of any series pursuant to
Section 6.02 shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such money,
upon presentation of the Securities of such series and stamping thereon the payment, if only partially paid, and upon surrender
thereof if fully paid, subject in each case to Article 11:


 


FIRST: to the payment
of costs and expenses applicable to such Securities in respect of which moneys have been collected, including reasonable compensation
to the Trustee its agents and counsel and of all expenses and liabilities incurred, including the costs and expenses of collection,
and all advances made, by the Trustee and each predecessor Trustee and all amounts then due the Trustee under Section 7.07;


 


SECOND: in case the
principal of the outstanding Securities of such series shall not have become due and shall be unpaid, to the payment of interest
on the Securities of such series in the order of the maturity of the installments of such interest, with interest (to the extent
enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Securities of such series
or Yield to Maturity (in the case of Original Issue Discount Securities), such payments to be made ratably to the persons entitled
thereto;


 




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THIRD: in case the
principal of the outstanding Securities of such series shall have become due, by declaration or otherwise, to the payment of the
whole amount then owing and unpaid upon the Securities of such series for Principal and interest, with interest on the portion
of the overdue Principal that consists of principal and (to the extent enforceable under applicable law) upon overdue installments
of interest at the rate borne by the Securities of such series or Yield to Maturity (in the case of Original Issue Discount Securities);
and in case such money shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series,
then to the payment of such Principal and interest without preference or priority of Principal over interest or Yield to Maturity,
or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or
of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and
unpaid interest or Yield to Maturity; and


 


FOURTH: to the payment
of the remainder, if any, to the Company or such party as a court of competent jurisdiction shall direct.


 


Section 6.04.    Proceedings
by Securityholders. No Holder of any Security of any series shall have any right to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any
other remedy under this Indenture, unless such Holder previously shall have given to the Trustee written notice of default and
of the continuance thereof, as provided in Section 6.01, and unless also (i) the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then outstanding shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee under this Indenture and shall have offered to the Trustee such reasonable security
or indemnity as the Trustee may require against the costs, expenses and liabilities to be incurred in compliance with such request,
(ii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding and (iii) 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 such series;
it being understood and intended, and being expressly covenanted by each Person who acquires and holds a Security of any series
with every other such Person, that no one or more Holders of Securities of any series 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 Holder of
Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under
this Indenture, except in the manner provided in this Section 6.04 and for the equal, ratable and common benefit of all Holders
of Securities.


 


Notwithstanding any
other provision of this Indenture, however, the right of any Holder of any Security of any series to receive payment of the Principal
and interest on such Security on or after the respective due dates, or to institute suit for the enforcement of any such payment
on or after such respective dates against the Company, shall not be impaired or affected without the consent of such Holder.


 




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Section 6.05.    Proceedings
by Trustee. In case of an Event of Default under this Indenture, the Trustee in its discretion may proceed to protect and enforce
its rights and the rights of the Securityholders by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any
power granted in this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this
Indenture or by law.


 


Section 6.06.    Remedies
Cumulative and Continuing; Delay or Omission Not Waiver. All rights, powers and remedies conferred upon or reserved to the
Trustee or to the Securityholders, to the extent permitted by law, shall be deemed cumulative and not exclusive of any thereof
or of any other rights, powers and remedies available to the Trustee or the Holders of the Securities of any series, now or hereafter
existing, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained
in this Indenture; and no delay or omission of the Trustee or of any Holder of any of the Securities of any series to exercise
any such right, power or remedy shall impair any such right, power or remedy, or shall be construed to be a waiver of any default
or an acquiescence in such default; and subject to the provisions of Section 6.04, every power and remedy conferred upon or reserved
to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Securityholders. The assertion of any right, power or remedy shall not prevent the concurrent assertion of any other
right, power or remedy.


 


Section 6.07.    Direction
of Proceedings and Waiver of Defaults by Majority of Securityholders.


 


(a)      The
Holders of a majority in aggregate principal amount (or, if the Securities are Original Issue Discount Securities, such portion
of the principal as is then accelerable under Section 6.01) of the Securities of any series affected (voting as one class) at the
time outstanding determined in accordance with Section 2.09 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, however, that (i) such direction may not be in conflict with law or this Indenture
or expose the Trustee to personal liability or be unduly prejudicial to the Holders of Securities not joining in the direction,
and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with this Indenture and such
direction.


 




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(b)      Prior
to any declaration that the principal of the outstanding Securities of any series affected is due and payable, the Holders of a
majority in aggregate principal amount (or, if the Securities are Original Issue Discount Securities, such portion of the principal
as is then accelerable under Section 6.01) of the Securities of such series at the time outstanding on behalf of the Holders of
all of the Securities of such series may waive any past default or Event of Default under this Indenture and its consequences except
a default under a covenant or provision in this Indenture that, pursuant to Section 9.02, cannot be modified without the consent
of each Holder of a Security of such series affected thereby. Upon any such waiver, the Company, the Trustee and the Holders of
the Securities of such series shall be restored to their former positions and rights under this Indenture, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever
any default or Event of Default under this Indenture shall have been waived as permitted by this Section 6.07(b), such default
or Event of Default, for all purposes of the Securities of such series and this Indenture, shall be deemed to have been cured and
to be not continuing.


 


Section 6.08.    Notice
of Defaults. The Trustee, within 90 days after the occurrence of a default with respect to Securities of any series, shall
send to all Securityholders of Securities of such series, at their addresses shown on the Security Register, notice of all such
defaults known to the Trustee, unless such defaults shall have been cured or waived before the giving of such notice; provided
that, except in the case of default in the payment of the Principal or interest on any of the Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the
interest of the Securityholders.


 


The Trustee shall not
be deemed to have notice or be charged with knowledge of any default or Event of Default (other than as provided in Section 7.02(i)
hereof) unless written notice of such default or Event of Default from the Company or any Holder actually 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.


 


Section 6.09.    Undertaking
to Pay Costs. All parties to this Indenture agree, and each Holder of any Security of any series by his acceptance thereof
shall be deemed to have agreed, that any court in its discretion may require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit and that such court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 6.09 shall
not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding
in the aggregate more than 10% in principal amount of the outstanding Securities of such series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the Principal or interest on any Security of such series on or after their
respective due dates.


 




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ARTICLE VII


TRUSTEE


 


Section 7.01.    Certain
Duties and Responsibilities.


 


(a)      Except
during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture and the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture
against the Trustee.


 


(b)      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 Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such Officers’ Certificates or Opinions of Counsel which by
any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts, statements, opinions or conclusions stated therein).


 


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


 


(d)      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:


 


(i)          this
subsection (d) shall not be construed to limit the effect of the other subsections of this Section 7.01;


 


(ii)         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; and


 


(iii)        the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the outstanding Securities of any series, determined as provided
herein, 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.


 


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


 


(f)      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 7.01.


 




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(g)      The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(h)      The
Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.


 


Section 7.02.    
Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):


 


(a)      The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’
Certificate, Opinion of Counsel (or both), 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 person or persons.


 


(b)      Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which shall
conform to Section 10.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections 7.01 and
7.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted by it under the provisions of this Indenture upon the faith thereof.


 


(c)      The
Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or
negligence of any agent or attorney appointed with due care.


 


(d)      Any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company.


 


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


 




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(f)      The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance
with Section 6.07(a) 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.


 


(g)      The
Trustee may consult with counsel and the written 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.


 


(h)      Subject
to Section 6.04, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
Officers’ Certificate, Opinion of Counsel, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document unless requested in writing to do so by the Holders
of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; provided that,
if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to the Trustee against such expenses or liabilities
as a condition to proceeding. The reasonable expenses of every such investigation shall be paid by the Company or, if paid by the
Trustee shall be repaid by the Company upon demand.


 


(i)      The
Trustee shall not be deemed to have notice of any default or Event of Default (other than any Event of Default under Section 6.01(a)
or 6.01(b)) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such default or
Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee.


 


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


 


Section 7.03.    Individual
Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes
of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:


 


(a)      “cash
transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery
of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and


 




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(b)      “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company
for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise
and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables
or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 


Section 7.04.    Trustee’s
Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of authentication)
shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility for the correctness
of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or adequacy of this Indenture
or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds from the Securities.


 


Section 7.05.    [Intentionally
Omitted].


 


Section 7.06.    Reports
by Trustee to Holders. The Trustee shall transmit such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after May 31 of each year commencing with the year
following the first issuance of Securities pursuant to Section 2.03, transmit a brief report dated as of such May 31, which complies
with the provisions of such Section 313(a). The Trustee also shall comply with Trust Indenture Act §§ 313(b), 313(c)
and 313(d).


 


A copy of each such
report shall, at the time of such transmission, be filed by the Trustee (a) with each stock exchange upon which any Securities
are listed and, at any time when so listed or if this Indenture is otherwise subject to the Trust Indenture Act, with the Commission
and (b) with the Company. The Company will promptly notify the Trustee when any Securities are listed on any stock exchange.


 


Section 7.07.     Compensation
and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time
for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust.
The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses, disbursements
and advances (including reasonable compensation and the expenses and disbursements of its agents and counsel) incurred or made
by the Trustee or such predecessor Trustee without negligence or willful misconduct on its part as determined by a final, non-appealable
decision of a court of competent jurisdiction. Such expenses shall include the reasonable compensation and expenses of the Trustee’s
or such predecessor Trustee’s agents, counsel and other persons not regularly in their employ.


 




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The Company shall indemnify
the Trustee and any predecessor Trustee and their respective officers, directors, employees and agents for, and hold them harmless
against, any loss or liability or expense incurred by them without negligence or willful misconduct on their part as determined
by a final, non-appealable decision of a court of competent jurisdiction, arising out of or in connection with the acceptance or
administration of this Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder
and the performance of duties under this Indenture and the Securities, including the costs and expenses of defending themselves
against or investigating any claim or liability and of complying with any process served upon them or any of their officers in
connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities.


 


To secure the Company’s
payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay Principal of, and interest
on particular Securities.


 


The obligations of
the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture, the rejection or termination of this Indenture under bankruptcy
law or the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or coupons, and the Securities are hereby subordinated to such senior claim. Without prejudice to any
other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses (including reasonable
charges and expenses of its counsel) following an Event of Default set forth in Section 6.01(d) or (e), the parties hereto and
the holders by their acceptance of the Securities hereby agree that such expenses are intended to constitute expenses of administration
under any bankruptcy law.


 


Section 7.08.    Replacement
of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment
of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08.


 


The Trustee may resign
as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority
in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities
of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent
of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee
is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver
or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.


 




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If the Trustee resigns
or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect
to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within
one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities
of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the
Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required
by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect thereto.


 


The Company shall give
notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a
successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.


 


Notwithstanding replacement
of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.


 


Section 7.09.    Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every
such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its
charges and subject to the lien provided for in Section 7.07, 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.


 




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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, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance
of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates other than as hereafter expressly set forth, 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 and upon payment of its charges, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates, subject to its lien, if any, provided
for in Section 7.07.


 


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


 


No successor Trustee
shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article
and qualified under Section 310(b) of the Trust Indenture Act.


 


Section 7.10.    Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation
or national banking association without any further act shall be the successor Trustee with the same effect as if the successor
Trustee had been named as the Trustee herein without the execution or filing of any paper or any further act on the part of any
of the parties hereto, provided such corporation or association is otherwise qualified and eligible under this Article VII. 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 7.11.    Eligibility.
This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section 310(a). The Trustee shall
have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.


 




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ARTICLE VIII


SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS


 


Section 8.01.    Satisfaction
and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest
on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable,
or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated
(other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and payable within one year or, if the provisions of Article
III of this Indenture are applicable to such series, are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than moneys or U.S. Government Obligations repaid or returned
by the Trustee or any Paying Agent to the Company in accordance with Section 8.04 or Section 8.09) or U.S. Government Obligations,
maturing as to principal and interest in such amounts and at such times as will ensure (without consideration of the reinvestment
of such interest) the availability of cash, or a combination thereof, 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 at maturity or,
if applicable, upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee
for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the
case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article
11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of
such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i)
rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption,
if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments
of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining
rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction
of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive
amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable
mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.


 




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Section 8.02.    
Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 8.04 and Section 8.09, all moneys
(including U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section 8.01, Section 8.05
or Section 8.06 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent to the Holders
of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for Principal and interest; but such money need not be segregated from other funds except
to the extent required by law. Funds and U.S. Government Obligations held in trust under Section 8.01, 8.05 or 8.06 shall not be
subject to the claims of the holders of Senior Indebtedness under Article 11.


 


Section 8.03.    Repayment
of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.


 


Section 8.04.    Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
Paying Agent for the payment of the Principal of or interest on any Security of any series and not applied but remaining unclaimed
for two years after the date upon which such Principal or interest shall have become due and payable, shall, upon the written request
of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law,
be repaid to the Company by the Trustee for such series or such Paying Agent, and the Holder of the Security of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look
only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any Paying
Agent with respect to such moneys shall thereupon cease.


 


Section 8.05.    Defeasance
and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in
respect of the Securities of any series, on the 120th day after the deposit referred to in clause (i) hereof has been
made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration
of transfer and exchange, and the Company’s right of optional redemption; (b) substitution of apparently mutilated, defaced,
destroyed, lost or stolen Securities; (c) rights of holders to receive payments of principal thereof and interest thereon, upon
the original stated due dates therefor (but not upon acceleration) ; (d) the rights, obligations and immunities of the Trustee
hereunder; and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied;


 




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(i)      with
reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying
trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations
which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than
one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or (C) a
combination thereof, 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 without consideration of the reinvestment of such
interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by
the Trustee (x) the Principal of and each installment of interest on the outstanding Securities of such series on the due dates
thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day
on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect
to the Securities of such series;


 


(ii)      the
Company has delivered to the Trustee (x) an Opinion of Counsel to the effect that Holders and beneficial owners of Securities of
such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise
of its option under this Section 8.05 and will be subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel
must be based upon a change in applicable U.S. federal income tax law or a ruling or administrative pronouncement of the Internal
Revenue Service to the same effect or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same
effect as the aforementioned Opinion of Counsel;


 


(iii)      immediately
after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse
of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the
period ending on the 120th day after the date of such deposit, and such deposit 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 the Company is
bound;


 


(iv)      if
at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance
and discharge;


 


(v)      the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge under this Section have been complied with (including, without limitation, any approvals
required from the Federal Reserve);


 




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(vi)      the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit referred
to in clause (i) above does not constitute a regulated investment company under the Investment Company Act of 1940, as amended,
unless it is qualified thereunder;


 


(vii)      the
deposit referred to in clause (i) above will not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act; and


 


(viii)      if
the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments
or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee shall have been made.


 


Section 8.06.    Defeasance
of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture
will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(r) and Section 6.01(c) (with respect
to any covenants established pursuant to Section 2.03(r)) and Section 6.01(f) shall be deemed not to be an Event of Default, if:


 


(a)      with
reference to this Section 8.06, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying
trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of such series and the Indenture with respect to the Securities of such
series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier redemption (irrevocably
provided for under agreements satisfactory to the Trustee and the Company), as the case may be, of any payment referred to in subclause
(x) or (y) of this clause (a) money in an amount, or (iii) a combination thereof, 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
without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges
and assessments in respect thereof payable by the Trustee (x) the Principal of and each installment of interest on the outstanding
Securities on the due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee
and the Company), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the
Securities of such series and the Indenture with respect to the Securities of such series on the day on which such payments are
due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to
the Securities of such series;


 


(b)      the
Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders and beneficial owners of Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its
option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not occurred;


 




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(c)      immediately
after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse
of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the
period ending on the 120th day after the date of such deposit, and such deposit 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 the Company is
bound;


 


(d)      if
at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance
and discharge;


 


(e)      the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit referred
to in clause (a) above does not constitute a regulated investment company under the Investment Company Act of 1940, as amended,
unless it is qualified thereunder;


 


(f)      the
deposit referred to in clause (a) above will not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act; and


 


(g)      the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under this Section have been complied with (including, without limitation, any approvals required from
the Federal Reserve).


 


Section 8.07.    Reinstatement.
If the Trustee or Paying Agent is unable to apply any monies or U.S. Government Obligations in accordance with this Article 8 by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee or Paying Agent is permitted
to apply all such monies or U.S. Government Obligations in accordance with Article 8; provided, however, that if the Company has
made any payment of Principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such payment from the monies or U.S. Government Obligations
held by the Trustee or Paying Agent.


 


Section 8.08.    Indemnity.
The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.08 and
Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or 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 the Securities and any coupons appertaining
thereto.


 




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Section 8.09.     Excess
Funds. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time
to time upon request of the Company, any money or U.S. Government Obligations (or other property and any proceeds therefrom) held
by it as provided in Section 8.01, 8.05 or 8.06 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 a discharge or defeasance, as applicable, in accordance with this Article 8.


 


Section 8.10.     Qualifying
Trustee. Any trustee appointed pursuant to Section 8.05 or 8.06 for the purpose of holding money or U.S. Government Obligations
deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee and shall provide to
the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent
provided for herein to the related defeasance have been complied with. In no event shall the Trustee be liable for any acts or
omissions of said trustee.


 


ARTICLE IX


AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section 9.01.    Without
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of any series without
notice to or the consent of any Holder:


 


(a)      to
cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendment or supplement shall not materially
and adversely affect the interests of the Holders;


 


(b)      to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
contained in this Indenture and the Securities pursuant to the obligations set forth in Article 5 or to evidence the addition or
release of any guarantor in accordance with this Indenture or any supplemental indenture;


 


(c)      to
comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture
Act or to conform any provision in this Indenture to the requirements of the Trust Indenture Act;


 


(d)      to
evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor
Trustee 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 7.09;


 


(e)      to
establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted
by Section 2.03;


 




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(f)      to
provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose, provided that such
action or actions will not adversely affect the interests of the Holders of the Registered Securities in any material respect;


 


(g)      to
add to the covenants for the benefit of Holders of Securities or to surrender any right or power conferred upon the Company in
this Indenture, provided that such action shall not adversely affect the interests of Holders of Securities;


 


(h)      to
add any Events of Default with respect to all or any series of the Securities;


 


(i)       to
secure the Securities or provide for a guarantee thereof;


 


(j)       to
establish the form of any Securities and to provide for the issuance of any series of Securities under this Indenture and to set
forth the terms thereof and to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication
and delivery of such Securities;


 


(k)      to
change or eliminate any provisions of this Indenture, if the change or elimination becomes effective only when there are no Securities
outstanding of any series created prior to the change or elimination that are entitled to the benefit of the changed or eliminated
provision; and


 


(l)      to
make any change that does not adversely affect the rights of any Holder.


 


After an amendment
or supplement under this Section 9.01 becomes effective, the Company shall give to the Holders affected thereby a notice briefly
describing the amendment or supplement. The Company will mail supplemental indentures to Holders upon request. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.


 


Section 9.02.        With
Consent of Holders. Subject to Sections 6.04 and 6.07(b), without prior notice to any Holders, the Company and the Trustee
may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount
of the outstanding Securities of each series affected by such amendment (voting as a separate class), and the Holders of a majority
in principal amount of the outstanding Securities of any series affected thereby (voting as a separate class) by written notice
to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series.


 


Notwithstanding the
provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver
pursuant to Section 6.07(b), may not:


 


(a)      change
the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s
Security,


 




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(b)      reduce
the Principal amount thereof, the rate of interest thereon (including any amount in respect of original issue discount);


 


(c)      extend
the time of payment of interest on any Security of such Holder;


 


(d)      change
any of the redemption provisions applicable to any Security of such Holder;


 


(e)      change
the coin or currency for payment, of Principal or interest with respect to any Security of the Holder;


 


(f)      reduce
the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture
with respect to the Securities of the relevant series;


 


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


 


(h)      impair
(i) the right of any Holder of a Security of any series to receive payment of the Principal and interest on such Security on the
respective due dates thereof or (ii) the right to institute suit for the enforcement of any payment on or with respect to the Securities
of such Holder; or


 


(i)      modify
any of the provisions with respect to subordination of the Securities of any series in a manner adverse to Holders.


 


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 Holders of Securities of such series with
respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities
of any other series or of the coupons appertaining to such Securities.


 


It shall not be necessary
for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request.
Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture or waiver.


 




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Section 9.03.    Revocation
and Effect of Consent. Except as set forth in the second paragraph of this Section 9.03, until an amendment or waiver becomes
effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the Security of the consenting Holder, even if notation of the consent is not made
on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security.
Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement
or waiver becomes effective. An amendment, supplement or waiver shall become effective with respect to any Securities affected
thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Securities affected thereby.


 


The Company may, but
shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of
consents) for the purpose of determining the Holders of the Securities of any series affected entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who were
such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be such Holders
after such record date. No such consent shall be valid or effective for more than 90 days after such record date.


 


After an amendment,
supplement or waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind every Holder
of such Securities unless it is of the type described in any of clauses (a) through (d) of Section 9.02. In case of an amendment
or waiver of the type described in clauses (a) through (d) of Section 9.02, the amendment or waiver shall bind each such Holder
who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting
Holder.


 


Section 9.04.    Notation
on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the Trustee may require
the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such series thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security of the same series and tenor that reflects the changed terms.


 


Section 9.05.    Trustee
to Sign Amendments, Etc. As a condition to executing or accepting additional trusts created by any supplemental indenture permitted
hereunder or the modification thereby of any trust created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized
pursuant to this Article 9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained
or that no consents are required and stating that such supplemental indenture constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, subject to customary exceptions. The Trustee may,
but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 




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Section 9.06.     Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform to the requirements
of the Trust Indenture Act as then in effect, if then applicable hereto and thereto.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.01.    Trust
Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are
required to be part of and to govern indentures qualified under the Trust Indenture Act, to the extent then applicable hereto by
the terms thereof or to the extent expressly made applicable hereto by the terms hereof.


 


Section 10.02.    Notices.
Any notice or communication shall be sufficiently given if written and (a) if delivered in person when received or (b) if mailed
by first class mail 5 days after mailing, or (c) if sent by facsimile transmission, when transmission is confirmed, except in the
case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by the Trustee at its
Corporate Trust Office. Such notices and communications shall be addressed as follows:


 


if to the Company:


 


Howard Bancorp,
Inc.


6011 University
Boulevard


Suite 370


Ellicott City,
Maryland 21043


Attention:
Chief Financial Officer


 


With a copy, which shall not
constitute notice, to:


 


Ober, Kaler, Grimes & Shriver,
a Professional Corporation


100 Light Street


Baltimore, Maryland 21202


Attention: Frank C. Bonaventure,
Jr.


 


if to the Trustee:


 


[____________________]


 


With respect to Securities registration
of transfer or exchange:


 


[___________________________]


 




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The Company or the
Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication
shall be sufficiently given to Holders of any Unregistered Securities, by publication at least once in an Authorized Newspaper
in [_____________], and by mailing to the Holders thereof who have filed their names and addresses with the Trustee pursuant to
Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and to Holders of Registered
Securities by mailing to such Holders at their addresses as they shall appear on the Security Register (or by electronic transmission
in accordance with the applicable procedures of the Depositary with respect to Global Registered Securities). Notice mailed shall
be sufficiently given if so sent within the time prescribed. Copies of any such communication or notice to a Holder shall also
be mailed to the Trustee and each Agent at the same time.


 


Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise
provided in this Indenture, if a notice or communication is sent in the manner provided in this Section 10.02, it is duly given,
whether or not the addressee receives it.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In case it shall be
impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


 


Section 10.03.    Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


(a)         an
Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


 


(b)        an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 10.04.    Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the certificate required by Section 4.04) shall include:


 


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


 




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


 


(c)        a
statement that, in the opinion of each such person, 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


 


(d)        a
statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided,
however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials.


 


Section 10.05.    Evidence
of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Holder of any Unregistered
Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon (whether or not such Unregistered
Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes,
and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.
The fact of the holding by any Holder of an Unregistered Security, and the identifying number of such Security and the date of
his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank,
banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the
Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security bearing a
specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer
by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities specified
therein. The holding by the person named in any such certificate of any Unregistered Securities specified therein shall be presumed
to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding
(a) another certificate bearing a later date issued in respect of the same Securities shall be produced or (b) the Security specified
in such certificate shall be produced by some other Person, or (c) the Security specified in such certificate shall have ceased
to be outstanding. Subject to Article 7, the fact and date of the execution of any such instrument and the amount and numbers of
Securities held by the Person so executing such instrument may also be proven in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient.


 


The Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the person in whose name any Registered Security shall be registered
upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security
shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered Security and for
all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.


 




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Section 10.06.    Rules
by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.


 


Section 10.07.    Payment
Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any date for payment
of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment of Principal of or interest
on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any
place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of such payment
for the period from and after such date.


 


Section 10.08.    Governing
Law; Waiver of Trial by Jury. THIS INDENTURE AND EACH SECURITY, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS INDENTURE AND EACH SECURITY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND
(WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). 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 10.09.    No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Indenture.


 


Section 10.10.    Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.


 


Section 10.11.    Duplicate
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


Section 10.12.    Separability.
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 10.13.    Table
of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.


 




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Section 10.14.    Incorporators,
Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining
thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past,
present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the
acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for
the issue of the Securities and the coupons appertaining thereto.


 


Section 10.15.    Communications
by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act § 312(b) with other Holders with
respect to their rights under this Indenture and any Securities issued hereunder. The Company, the Trustee, the Registrar and
any other Person shall have the protection of Trust Indenture Act § 312(c).


 


ARTICLE XI


SUBORDINATION OF SECURITIES


 


Section 11.01.    Agreement
to Subordinate. The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of a Security likewise
covenants and agrees by its acceptance thereof, that the obligation of the Company to make any payment on account of the Principal
and interest on each and all of the Securities shall be subordinate and junior in right of payment to the Company’s obligations
to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, bankruptcy, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities, composition or similar proceedings
of the Company or its property or any liquidation, dissolution or winding-up of or relating to the Company as a whole, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings or in connection with any assignment for
the benefit of creditors or any marshalling of assets, all obligations to holders of Senior Indebtedness shall be entitled to be
paid in full before any payment or distribution, whether in cash, securities or other property, shall be made on account of the
Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect
to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a
Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and
owing on account of unpaid Principal and interest on the Securities and such obligations of the Company Ranking on a Parity with
such Securities before any payment or other distribution, whether in cash, securities or other property, shall be made on account
of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions
of Section 11.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character,
whether in cash, securities or other property, 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 or any payment
effected by way of a set-off, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is
paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt
that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder,
be held in trust for the benefit of and paid and delivered to the holders of Senior Indebtedness or, if received by the Trustee,
shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment
or distribution of the assets of the Company with a direction to direct such payment or distribution for the benefit of the Senior
Indebtedness, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness. For purposes of this paragraph only, the words, “cash, securities or other property” shall not
be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company
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 11.


 




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The subordination provisions
of the foregoing paragraph shall not be applicable to amounts at the applicable time or times due and owing on the Securities on
account of the unpaid Principal or interest on the Securities for which funds have been deposited in trust with the Trustee or
have been set aside by the Company in trust in accordance with the provisions of this Indenture and applicable law.


 


If there shall have
occurred and be continuing (a) a default in any payment of principal of, or interest or premium on, any Senior Indebtedness (beyond
any applicable grace or cure period) or (b) an event of default with respect to any Senior Indebtedness, as to which all grace
or cure periods shall have expired and the appropriate percentage of holders of Senior Indebtedness or their trustee or agent shall
consequently be permitted to accelerate, or shall have actually accelerated, the maturity of the Senior Indebtedness, or (c) a
judicial proceeding commenced by any holder or holders of Senior Indebtedness (or their trustee or agent) as a result of such payment
default or such event of default, unless and until such payment default or event of default (or any resulting acceleration) shall
have been cured or waived or shall have ceased to exist or been rescinded or annulled or such judicial proceeding shall have been
dismissed or a final, non-appealable judgment rendered in favor of the Company in all material respects as to such payment default
or event of default, no payments shall be made by the Company with respect to the Principal or interest on the Securities. The
provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 11.01 would
be applicable.


 


The securing of any
obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be
deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Securities or obligations
Ranking Junior to the Securities.


 




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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 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of
creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.01 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 5.


 


Section 11.02.     Obligation
of the Company Unconditional. Nothing contained in this Article 11 or elsewhere in this Indenture is intended to or shall impair,
as between the Company and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to
pay the Holders of the Securities the Principal and interest on the Securities when, where and as the same shall become due and
payable, all in accordance with the terms of the Securities and this Indenture, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors other than the holders of Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law
upon an Event of Default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness
in respect of cash, property, or securities of the Company received upon the exercise of any such remedy.


 


Section 11.03.    Notice
to Trustee of Facts Prohibiting Payment. The Company shall give prompt written notice to a Responsible Officer of the Trustee
located at the Corporate Trust Office 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 11 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of
any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received at its Corporate
Trust Office written notice thereof from the Company or a holder of Senior Indebtedness or from any agent or trustee therefor,
and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, 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 11.03 at least five 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 or interest on any Security), then, anything herein
contained to the contrary notwithstanding, 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 during or after such five Business Day period.


 




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Subject to the provisions
of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing itself
to be a holder of Senior Indebtedness (or an agent or trustee therefor) to establish that such notice has been given by a holder
of Senior Indebtedness (or an agent or trustee therefor). In the event that the Trustee determines in good faith that further evidence
is required with respect to the right of any Person as a holder of Senior Indebtedness ( or an agent or trustee therefor) to participate
in any payment or distribution pursuant to this Article 11, the Trustee may request such Person (or its agent or trustee) to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person (or
its agent or trustee) pending judicial determination as to the right of such Person to receive such payment.


 


Section 11.04.    Application
by Trustee of Moneys Deposited with It. Anything in this Indenture to the contrary notwithstanding, any deposit of moneys by
the Company with the Trustee or any other agent (whether or not in trust) for any payment of the Principal or interest on any Securities
shall, except as provided in Section 11.03, be subject to the provisions of Section 11.01.


 


Section 11.05.     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 rights of the holders of Senior Indebtedness to receive payments or distributions of assets
of the Company applicable to such Senior Indebtedness until the Principal and interest on the Securities shall be paid in full.
For purposes of such subrogation, none of the payments or distributions to the holders of the Senior Indebtedness to which the
Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 11, or of payments over pursuant
to the provisions of this Article 11 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; it being understood that the provisions of
this Article 11 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 the Senior Indebtedness, on the other hand.


 


Section 11.06.    Subordination
Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness. No right of any present or future holders
of any Senior Indebtedness to enforce subordination as herein provided shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder, or by
any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof
with which any such holder may have or be otherwise charged.


 


Section 11.07.    Authorization
of Trustee to Effectuate Subordination of Securities. Each Holder of a Security, by his acceptance thereof, authorizes and
expressly directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination
provided in this Article 11 and appoints the Trustee his attorney-in-fact for any and all such purposes.


 




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If, in the event of
any proceeding or other action relating to the Company referred to in the first sentence of Section 11.01, a proper claim or proof
of debt in the form required in such proceeding or action is not filed by or on behalf of the Holders of the Securities prior to
fifteen days before the expiration of the time to file such claim or claims, then the holder or holders of Senior Indebtedness
shall have the right to file and are hereby authorized to file appropriate claim for and on behalf of the Holders of the Securities;
provided, that no such filing by any holders of Senior Indebtedness shall preclude the Trustee from filing such a proof of claim
on behalf of the Holders of Securities.


 


Section 11.08.    Right
of Trustee to Hold Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all of the rights set forth
in this Article 11 in respect of any Senior Indebtedness at any time held by it in its individual capacity to the same extent as
any other holder of such Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall subordinate to Senior Indebtedness the claims of, or any payments to,
the Trustee under Section 7.07.


 


Section 11.09.    Article
11 Not to Prevent Events of Default. The failure to make a payment pursuant to the Securities by reason of any provision in
this Article shall not be construed as preventing the occurrence of a default or an Event of Default.


 


Section 11.10.    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 11 shall in such case (unless the content
otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that
Section 11.08 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Section 11.11.    Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to
in this Article 11, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Securities shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 11.


 


Section 11.12.    Trustee
Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holders 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 shall be entitled by virtue of this Article 11 or otherwise.


 




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Section 11.13.    Payment
Permitted If No Default. Nothing contained in this Article 11 or elsewhere in this Indenture or in any of the Securities shall
prevent the Company, at any time except during the case of any insolvency, bankruptcy, receivership, conservatorship, reorganization,
readjustment of debt, marshalling of assets and liabilities, composition or similar proceedings or any liquidation, dissolution
or winding-up of or relating to the Company referred to in Section 11.01, and except as required by any regulatory enforcement
action of any governmental body relating to the Company, from making payments at any time of Principal or interest on the Securities
or as provided in the third paragraph of Section 11.01.


 




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


 


	 	HOWARD BANCORP, INC., as the Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as the Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Howard Bancorp, Inc. — Signature
Page to Indenture]


 




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