Exhibit
4.1


 





 



 


UNION BANKSHARES CORPORATION


 


Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 





 



 


SUBORDINATED INDENTURE


 


Dated as of December 5, 2016


 


Subordinated Debt Securities


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	Section 1.02	Compliance Certificates and Opinions	9
	 	 	 
	Section 1.03	Form of Documents Delivered to Trustee	9
	 	 	 
	Section 1.04	Acts of Holders	10
	 	 	 
	Section 1.05	Notices, Etc., to Trustee and Company	11
	 	 	 
	Section 1.06	Notice to Holders; Waiver	11
	 	 	 
	Section 1.07	Language of Notices	12
	 	 	 
	Section 1.08	Conflict With Trust Indenture Act	12
	 	 	 
	Section 1.09	Effect of Headings and Table of Contents	12
	 	 	 
	Section 1.10	Successors and Assigns	12
	 	 	 
	Section 1.11	Separability Clause	12
	 	 	 
	Section 1.12	Benefits of Indenture	13
	 	 	 
	Section 1.13	Governing Law	13
	 	 	 
	Section 1.14	Legal Holidays	13
	 	 	 
	Section 1.15	When Securities Disregarded	13
	 	 	 
	Section 1.16	USA Patriot Act	13
	 	 	 
	ARTICLE 2	SECURITIES FORMS	14
	 	 	 
	Section 2.01	Forms Generally	14
	 	 	 
	Section 2.02	Form of Trustee’s Certificate of Authentication	14
	 	 	 
	Section 2.03	Securities in Global Form	14
	 	 	 
	ARTICLE 3	THE SECURITIES	15
	 	 	 
	Section 3.01	Amount Unlimited; Issuable in Series	15
	 	 	 
	Section 3.02	Denominations	18
	 	 	 
	Section 3.03	Securities in Foreign Countries	18
	 	 	 
	Section 3.04	Execution, Authentication, Delivery and Dating	19
	 	 	 
	Section 3.05	Temporary Securities	20
	 	 	 
	Section 3.06	Registration, Transfer and Exchange	20
	 	 	 
	Section 3.07	Mutilated, Destroyed, Lost and Stolen Securities	22
	 	 	 
	Section 3.08	Payment of Interest; Interest Rights Preserved	23
	 	 	 
	Section 3.09	Persons Deemed Owners	24


 




    i 


     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 3.10	Cancellation	24
	 	 	 
	Section 3.11	Computation of Interest	25
	 	 	 
	Section 3.12	Cusip Numbers	25
	 	 	 
	ARTICLE 4	SATISFACTION AND DISCHARGE	25
	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	25
	 	 	 
	Section 4.02	Application of Trust Money	26
	 	 	 
	Section 4.03	Satisfaction, Discharge and Defeasance of Securities of Any Series	26
	 	 	 
	Section 4.04	Defeasance of Obligations	29
	 	 	 
	ARTICLE 5	REMEDIES	30
	 	 	 
	Section 5.01	Events of Default	30
	 	 	 
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	32
	 	 	 
	Section 5.03	Collection of Indebtedness and Suits For Enforcement By Trustee	32
	 	 	 
	Section 5.04	Trustee May File Proofs of Claim	33
	 	 	 
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	34
	 	 	 
	Section 5.06	Application of Money or Property Collected	34
	 	 	 
	Section 5.07	Limitation on Suits	34
	 	 	 
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium, Interest and Additional Amounts	35
	 	 	 
	Section 5.09	Restoration of Rights and Remedies	35
	 	 	 
	Section 5.10	Rights and Remedies Cumulative	35
	 	 	 
	Section 5.11	Delay or Omission Not Waiver	36
	 	 	 
	Section 5.12	Control By Holders	36
	 	 	 
	Section 5.13	Waiver of Past Defaults	36
	 	 	 
	Section 5.14	Waiver of Stay or Extension Laws	37
	 	 	 
	ARTICLE 6	THE TRUSTEE	37
	 	 	 
	Section 6.01	Certain Duties and Responsibilities	37
	 	 	 
	Section 6.02	Notice of Defaults	38
	 	 	 
	Section 6.03	Certain Rights of Trustee	38
	 	 	 
	Section 6.04	Not Responsible For Recitals or Issuance of Securities	40


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 6.05	May Hold Securities	40
	 	 	 
	Section 6.06	Money Held In Trust	40
	 	 	 
	Section 6.07	Compensation and Reimbursement	40
	 	 	 
	Section 6.08	Corporate Trustee Required; Eligibility; Conflicting Interests	41
	 	 	 
	Section 6.09	Resignation and Removal; Appointment of Successor	41
	 	 	 
	Section 6.10	Acceptance of Appointment By Successor	43
	 	 	 
	Section 6.11	Merger, Conversion, Consolidation or Succession to Business	44
	 	 	 
	Section 6.12	Appointment of Authenticating Agent	44
	 	 	 
	ARTICLE 7	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	46
	 	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	46
	 	 	 
	Section 7.02	Preservation of Information; Communications to Holders	46
	 	 	 
	Section 7.03	Reports By Trustee	47
	 	 	 
	Section 7.04	Reports By Company	47
	 	 	 
	ARTICLE 8	CONSOLIDATION, MERGER AND SALES	47
	 	 	 
	Section 8.01	Company May Consolidate Etc., Only on Certain Terms	47
	 	 	 
	Section 8.02	Successor Corporation Substituted For Company	48
	 	 	 
	ARTICLE 9	SUPPLEMENTAL INDENTURES	48
	 	 	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	48
	 	 	 
	Section 9.02	Supplemental Indentures With Consent of Holders	50
	 	 	 
	Section 9.03	Execution of Supplemental Indentures	51
	 	 	 
	Section 9.04	Effect of Supplemental Indentures	51
	 	 	 
	Section 9.05	Conformity With Trust Indenture Act	51
	 	 	 
	Section 9.06	Reference in Securities to Supplemental Indentures	51
	 	 	 
	Section 9.07	Subordination Unimpaired	51
	 	 	 
	ARTICLE 10	COVENANTS	52
	 	 	 
	Section 10.01	Payment of Principal, Premium, If Any, and Interest	52
	 	 	 
	Section 10.02	Maintenance of Office or Agency	52
	 	 	 
	Section 10.03	Money For Securities Payments to Be Held in Trust	52
	 	 	 
	Section 10.04	Additional Amounts	54


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 10.05	Statement As To Compliance; Notice of Certain Defaults	54
	 	 	 
	Section 10.06	Payment of Taxes and Other Claims	55
	 	 	 
	Section 10.07	Corporate Existence	55
	 	 	 
	Section 10.08	Waiver of Certain Covenants	55
	 	 	 
	Section 10.09	Calculation of Original Issue Discount	56
	 	 	 
	ARTICLE 11	REDEMPTION OF SECURITIES	56
	 	 	 
	Section 11.01	Applicability of Article	56
	 	 	 
	Section 11.02	Election To Redeem; Notice To Trustee	56
	 	 	 
	Section 11.03	Selection By Trustee of Securities To Be Redeemed	56
	 	 	 
	Section 11.04	Notice of Redemption	57
	 	 	 
	Section 11.05	Deposit of Redemption Price	58
	 	 	 
	Section 11.06	Securities Payable on Redemption Date	58
	 	 	 
	Section 11.07	Securities Redeemed in Part	59
	 	 	 
	Section 11.08	Conversion Arrangements on Call for Redemption	59
	 	 	 
	ARTICLE 12	SINKING FUNDS	60
	 	 	 
	Section 12.01	Applicability of Article	60
	 	 	 
	Section 12.02	Satisfaction of Sinking Fund Payments With Securities	60
	 	 	 
	Section 12.03	Redemption of Securities For Sinking Fund	60
	 	 	 
	ARTICLE 13	SUBORDINATION	61
	 	 	 
	Section 13.01	Securities Subordinated To Senior Indebtedness	61
	 	 	 
	Section 13.02	Subrogation	62
	 	 	 
	Section 13.03	Obligation of Company Unconditional	63
	 	 	 
	Section 13.04	Payment on Securities Permitted	63
	 	 	 
	Section 13.05	Effectuation of Subordination by Trustee	63
	 	 	 
	Section 13.06	Knowledge of Trustee	64
	 	 	 
	Section 13.07	Trustee’s Relation To Senior Indebtedness	64
	 	 	 
	Section 13.08	Rights Of Holders Of Senior Indebtedness Not Impaired	64


 




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UNION BANKSHARES CORPORATION


 


Certain Sections of this Indenture relating
to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:


 


	
        TRUST INDENTURE ACT Section
	 	INDENTURE SECTION
	§310(a)(1), (2) and (5)	 	6.07
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	6.07
	§311(a)	 	6.12
	(b)	 	6.12
	§312(a)	 	7.01, 7.02(a)
	(b)	 	7.02(b)
	(c)	 	7.03
	§313(a)	 	1.08
	(b)	 	7.03
	(c)	 	7.03
	(d)	 	7.04
	§314(a)(1), (2) and (3)	 	7.04, 7.03
	(a)(4)	 	7.04
	(b)	 	Not Applicable
	(c)(1)	 	1.02
	(c)(2)	 	1.02
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.02
	§315(a)	 	6.01
	(b)	 	6.02
	(c)	 	6.01
	(d)	 	6.01
	(e)	 	6.06
	§316(a)	 	5.12, 5.13
	(b)	 	5.08
	(c)	 	1.04
	§317(a)	 	5.03, 5.04
	(b)	 	10.03
	§318(a)	 	1.08


 




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SUBORDINATED INDENTURE, dated as of December 5,
2016 (the “Indenture”), is made by and between UNION BANKSHARES CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (the “Company”), having its principal office at 1051 East Cary Street,
Suite 1200, Richmond, Virginia 23219, and U.S. Bank National Association, having an office at Two James Center, 1021 East Cary
Street, Suite 1850, Richmond, Virginia 23219, not in its individual capacity but solely as Trustee (the “Trustee”).


 


RECITALS


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated debentures, notes or
other evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter
provided.


 


The Company has duly authorized the execution
and delivery of this Indenture and all things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.


 


This Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01         Definitions.



 


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


 


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


 


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


 


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


 




     


     


    

 


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


 


(5)         the
word “or” is not exclusive;


 


(6)         all
words in the singular include the plural and all words in the plural include the singular; and


 


(7)         the
word “including” means “including without limitations.”


 


Certain terms used principally in certain
Articles hereof are defined in those Articles.


 


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


 


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified therein and which are owing to such Holders.


 


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


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate Securities
of one or more series.


 


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


 


“Board Of Directors”
means the board of directors of the Company or any committee of that board duly authorized to act for the Company hereunder.


 


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


 


“Business Day”, except
as may otherwise be provided herein or in any Security, means any day, other than a Saturday or a Sunday, that is neither a Legal
Holiday nor a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive
order to close.


 




    	 	2	 



     


    

 


“Called Securities” means
any Convertible Security that is called for redemption by the Company.


 


“Capital Stock” means,
as to shares of a particular corporation, outstanding shares of stock of any class whether now or hereafter authorized, irrespective
of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such corporation.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.


 


“Common Stock” means
all shares now or hereafter authorized of the class of common stock of the Company presently authorized and stock of any other
class into which such shares may hereafter have been changed.


 


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


 


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


 


“Convertible Security”
or “Convertible Securities” means any Security or Securities, as the case may be, which are by their terms convertible
into Common Stock, Preferred Stock (which may be represented by depositary shares), other indebtedness of the Company or another
obligor, or warrants for Common Stock, Preferred Stock or indebtedness or other securities of any kind of the Company or any other
obligor, and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion
or exchange price or rate, the conversion or exchange period, the manner in which such conversion or exchange shall be effected,
applicable adjustments, if any, and any other provision in addition to or in lieu of those described herein.


 


“Corporate Trust Office”
means the principal office of the Trustee, at which at any particular time its corporate trust business regarding this Indenture
shall be administered, which office at the date of original execution of this Indenture is located at Two James Center, 1021 East
Cary Street, Suite 1850, Richmond, Virginia 23219.


 


“Corporation” includes
corporations, associations, companies and business trusts.


 




    	 	3	 



     


    

 


“Defaulted Interest”
has the meaning specified in Section 3.08.


 


“Dollars” or “$”
means a dollar or other equivalent unit in the currency of the United States, except as may otherwise be provided herein or in
any Security.


 


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


 


“Federal Reserve” means
the Board of Governors of the Federal Reserve System.


 


“Holder”, in the case
of any Security, means the Person in whose name such Security is registered in the Security Register.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and with respect to any Security shall include the terms of such
Securities established as contemplated by Section 3.01; provided, however, that, if at any time more than one Person is acting
as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms
of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01,
exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.


 


“Independent Public Accountants”
means accountants or a firm of accountants that are independent public accountants with respect to the Company within the meaning
of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder who may be the
independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountants
or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating to the Indenture
or certificates required to be provided hereunder.


 


“Interest”, with respect
to any Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity
and, with respect to any Security which provides for the payment of Additional Amounts pursuant to Section 10.04, includes
such Additional Amounts.


 


“Interest Payment Date”,
when used with respect to any installment of interest on a Security of a particular series, means the date specified in such Security
or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment
of interest with respect to Securities of that series is due and payable.


 


“Legal Holiday”, except
as otherwise may be provided herein or in any Securities, with respect to any Place of Payment or other location, means a Saturday,
a Sunday or a day on which banking institutions or trust companies in such Place of Payment or other location are not authorized
or obligated to be open.


 




    	 	4	 



     


    

 


“Maturity”, with respect
to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment or otherwise.


 


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


 


“Opinion of Counsel,”
except as otherwise provided herein or in any Security, means a written Opinion of Counsel from legal counsel who is reasonably
acceptable to the Trustee, who may be an employee of or counsel for the Company or other counsel.


 


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


 


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


 


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


 


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


 


(iii) Securities, except to the extent provided
in Section 4.03, with respect to which the Company has effected defeasance and/or covenant defeasance pursuant to Section 4.03
hereof; and


 


(iv) Securities which have been paid pursuant
to Section 3.07 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;


 




    	 	5	 



     


    

 


provided, however, that in determining whether the Holders
of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes and for purposes of making the calculations
required by Section 313 of the Trust Indenture Act, (i) the principal amount of an Original Issue Discount Security that
may be counted in making such determination or calculation and that shall be deemed to be outstanding for such purposes shall be
equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared
(or shall have been declared to be) due and payable upon a declaration of acceleration pursuant to Section 5.02 at the time
of such determination or calculation, and (ii) the principal amount of any Security denominated other than in Dollars that
may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal
to the Dollar equivalent, determined by the Company as of the date such Security is originally issued by the Company, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above) of such Security, and (iii) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in making any such calculation or relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.


 


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


 


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


 


“Place of Payment”, with
respect to any Security, means the place or places where the principal of (and premium, if any) and interest on the Securities
of that series are payable as specified in or pursuant to Section 3.01(9) or Section 10.02.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07
in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed, mutilated or stolen Security.


 


“Preferred Stock” means
shares of a class or series now or hereafter authorized of the class of preferred stock of the Company presently authorized and
stock of any other class into which such shares may hereafter have been changed.


 


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


 


“Redemption Price”, with
respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant
to the provisions of this Indenture.


 




    	 	6	 



     


    

 


“Regular Record Date”
for the interest payable on any Security on any Interest Payment Date therefor means the date, if any, specified in such Security
as the “Regular Record Date”.


 


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


 


“Security” or “Securities”
means any Security or Securities, as the case may be, authenticated and delivered under this Indenture; provided, however, that
if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.


 


“Security Register” and
“Security Registrar” have the respective meanings specified in Section 3.06.


 


“Senior Indebtedness”,
with respect to any series of Securities issued hereunder, shall have the meaning ascribed to such term in the Board Resolutions
or supplemental indenture establishing such series in accordance with Section 3.01 hereof, and shall include: (i) all indebtedness
of the Company for money borrowed or purchased money, including any obligation of, or any obligation guaranteed by, the Company,
for the repayment of borrowed money, whether or not evidenced by bonds, debentures, securities, notes or other written instruments;
(ii) 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; (iii) all obligations, contingent or otherwise, of the Company in respect of any letters of credit,
bankers acceptances, security purchase facilities and similar transactions; (iv) all capital lease obligations of the Company;
(v) all 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; (vi) all obligations
of the type referred to in clauses (1) through (5) of other Persons for the payment of which the Company is responsible or liable
as obligor, guarantor or otherwise; (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any lien on any property or assets of the Company, whether or not such obligation is assumed by the Company; and (viii)
any obligations of the Company to its general creditors, as defined and required by the Federal Reserve under its final Basel III
capital rules in 78 F.R. 62018 (Oct. 11, 2013) for subordinated debt to qualify as Tier 2 capital; in each case, whether outstanding
on the date this Subordinated Indenture becomes effective, or created, assumed or incurred after that date. Senior Indebtedness
excludes any indebtedness that: (a) expressly states that it is junior to, or ranks equally in right of payment with, the
Securities or the Securities of any series; or (b) is identified as junior to, or equal in right of payment with, the Securities
or the Securities of any series in any Board Resolution or in any supplemental indenture.


 




    	 	7	 



     


    

 


“Special Record Date”
for the payment of any Defaulted Interest on any Security means a date fixed by the Company pursuant to Section 3.08.


 


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


 


“Subsidiary” means any
corporation, partnership, limited liability company or other entity of which more than 50% 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
is, at the time of determination, owned or controlled directly or indirectly by the Company and/or one or more Subsidiaries.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 9.05.


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with
respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee”
shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person,
“Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee
with respect to the Securities of that series.


 


“United States”, except
as otherwise provided herein or in any Security, means the United States of America (including the States and the District of Columbia),
its territories and possessions and other areas subject to its jurisdiction.


 


“United States Alien”,
except as otherwise provided herein or in any Security, means any Person who, for United States Federal income tax purposes, is
a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident
alien individual or a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S. Depository” or
“Depository” means, with respect to any Security issuable or issued in the form of one or more global Securities,
the Person designated as U.S. Depository by the Company pursuant to Section 3.01, which must be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and, if so provided pursuant to Section 3.01 with respect to any Security,
any successor to such Person. If at any time there is more than one such Person, “U.S. Depository” or “Depository”
shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities.


 


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


 




    	 	8	 



     


    

 


Section 1.02         Compliance
Certificates and Opinions.


 


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


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 10.05)
shall include:


 


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


 


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


 


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


 


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


 


Section 1.03         Form
of Documents Delivered to Trustee. 


 


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


 


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


 




    	 	9	 



     


    

 


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


 


Section 1.04         Acts
of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or
the Company, if made in the manner provided in this Section.


 


Without limiting the generality of this
Section 1.04, unless otherwise established in or pursuant to a Board Resolution or set forth or determined in an Officer’s
Certificate, or established in one or more indentures supplemental hereto, pursuant to Section 3.01, a Holder, including a
U.S. Depository that is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given
or taken by Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such U.S. Depository’s standing instructions and customary practices.


 


Other than in those situations set forth
in 1.04(d), the Trustee shall fix a record date, which shall be not more than 30 days prior to the first solicitation of such Holders,
for the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S.
Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be
made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy
or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after
such record date.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.


 




    	 	10	 



     


    

 


(c)          The
ownership, principal amount and serial numbers of Securities held by any Person, and the date of the commencement and the date
of termination of holding the same, shall be proved by the Security Register.


 


(d)          If
the Company shall solicit from the Holders of any Securities any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may at its option, by Board Resolutions, fix in advance a record date, which shall be not more than 30
days prior to the first solicitation of such Holders, for the determination of Holders of Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such
a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before
or after such record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Securities shall be computed as of such record date; provided no such authorization, agreement or consent of the
Holders of Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.


 


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


 


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


 


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


 


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


 


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


 


Section 1.06         Notice
to Holders; Waiver. 


 


Except as otherwise expressly provided herein
or in any Security, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given to
Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such Notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the case by
reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder.


 




    	 	11	 



     


    

 


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.


 


Notwithstanding any other provisions herein,
where this Indenture provides for notice of any event to any Holder of an interest in a global Security (whether by mail or otherwise),
such notice shall be sufficiently given if given to the Depository for such Security (or its designee), according to the applicable
procedures of such Depository, if any, prescribed for the giving of such notice.


 


Section 1.07         Language
of Notices.


 


Any request, demand, authorization, direction,
notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that, if
the Company so elects, any published notice may be in an official language of the country of publication.


 


Section 1.08         Conflict
With Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with the duties imposed pursuant to Section 318(c) of the Trust Indenture Act, such imposed duties shall control.


 


Section 1.09         Effect of
Headings and Table of Contents. 


 


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


 


Section 1.10         Successors
and Assigns. 


 


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


 


Section 1.11         Separability
Clause. 


 


In case any provision in this Indenture
or any Security 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.


 




    	 	12	 



     


    

 


Section 1.12         Benefits
of Indenture. 


 


Nothing in this Indenture or any Security
express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.13         Governing
Law. 


 


This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state.


 


Section 1.14         Legal
Holidays. 


 


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


 


Section 1.15         When
Securities Disregarded. 


 


In determining whether the Holders of the
required aggregate principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding
at the time shall be considered in any such determination.


 


Section 1.16         USA
Patriot Act.


 


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


 




    	 	13	 



     


    

 


ARTICLE
2

SECURITIES FORMS


 


Section 2.01         Forms
Generally. 


 


Each Security and temporary global Security
issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security,
as evidenced by their execution of such Security.


 


Definitive Securities shall be printed,
lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or
may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by
their execution of such Securities.


 


Section 2.02         Form
of Trustee’s Certificate of Authentication. 


 


Subject to Section 6.12, the Trustee’s
certificate of authentication shall be in substantially the following form:


 


This certificate represents Securities of
the series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE
	 	 
	Dated: [ ], 20[ ]	By:	              
	 	Authorized Signatory


 


Section 2.03         Securities
in Global Form. 


 


If Securities of a series are issuable in
global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered
pursuant to Section 3.04 or 3.05 with respect thereto. Subject to the provisions of Section 3.04 and, if applicable,
Section 3.05, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.04
or 3.05 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall
be in writing but need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel.


 




    	 	14	 



     


    

 


The provisions of the immediately preceding
sentence shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal
amount of Securities represented thereby.


 


Notwithstanding the provisions of Section 3.08,
unless otherwise specified as contemplated by Section 3.01, payment of principal of and any premium and interest on any Security
in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 3.09,
and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in
the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 3.01.


 


ARTICLE
3

THE SECURITIES


 


Section 3.01         Amount
Unlimited; Issuable in Series. 


 


The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment
to Senior Indebtedness as provided in Article Thirteen.


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to one or more Board Resolutions, and set forth in an Officer’s Certificate,
or established in one or more indentures supplemental hereto,


 


(1)         the
title of the Securities and the series in which such Securities shall be included;


 


(2)         any
limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.05, 3.06, 3.07, 9.06 or 11.07 or the terms of such
Securities);


 


(3)         whether
any Securities of the series are to be issuable initially or otherwise in global form and, if so, (i) whether beneficial owners
of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in
Section 3.06, (ii) the name of the depository or the U.S. Depository, as the case may be, with respect to any global
Security and (iii) the manner in which interest payable on a global Security will be paid;


 




    	 	15	 



     


    

 


(4)         the
date as of which any global Security representing Outstanding Securities of the series shall be dated if other than the date of
original issuance of the first Security of the series to be issued;


 


(5)         the
terms, if any, upon which the Securities of any series may be convertible into or exchanged for Common Stock, Preferred Stock (which
may be represented by depositary shares), other indebtedness of the Company or another obligor, or warrants for Common Stock, Preferred
Stock or indebtedness or other securities of any kind of the Company or any other obligor, and the terms and conditions upon which
such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange
period, the manner in which such conversion or exchange shall be effected, applicable adjustments, if any, and any other provision
in addition to or in lieu of those described herein;


 


(6)         the
date or dates, or the method, if any, by which such date or dates shall be determined, on which the principal of such Securities
is payable;


 


(7)         the
rate or rates at which such Securities shall bear interest, if any, or the method, if any, by which such rate or rates are to be
determined, the date or dates, if any, from which such interest shall accrue or the method, if any, by which such date or dates
are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date,
if any, for the interest payable on Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts
on such Securities or any of them shall be payable, and the basis upon which interest shall be calculated if other than that of
a 360-day year of twelve 30-day months;


 


(8)         the
place or places, if any, where the principal of (and premium, if any) and interest (including Additional Amounts), if any, on such
Securities shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series
may be surrendered for exchange or conversion and notices or demands to or upon the Company in respect of the Securities of the
series and this Indenture may be served;


 


(9)         whether
and the terms and conditions upon which the Securities of the series or any of them are to be redeemable at the option of the Company
and, if so, the period or periods within which, the price or prices at which and the other terms and conditions upon which such
Securities may be redeemed, in whole or in part, at the option of the Company;


 


(10)        whether
any terms and conditions upon which the Company is obligated to redeem, or purchase Securities of the series or any of them pursuant
to any sinking fund or at the option of any Holder thereof and, if so, the period or periods within which, the price or prices
at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant
to such obligation, and any provisions for the remarketing of the Securities of the series so redeemed or purchased;


 


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


 




    	 	16	 



     


    

 


(12)        if
other than the principal amount thereof, the portion of the principal amount of the Securities of the series of any of them which
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which
such portion is to be determined;


 


(13)        if
other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
or private debts, the coin or currency, composite currencies or currency unit or units in which payment of the principal of (and
premium, if any) or interest, if any, on or any Additional Amounts in respect of the Securities of the series or any of them shall
be payable;


 


(14)        if
the principal of (and premium, if any) or interest, if any, on or any Additional Amounts in respect of the Securities of the series
or any of them are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, composite currencies
or currency unit or units other than that in which the Securities of the series or any of them are stated to be payable, the period
or periods within which, and the terms and conditions upon which, such election may be made;


 


(15)        whether
the amount of payments of principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities
of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices),
and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;


 


(16)        whether
the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are
to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or
units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to
be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made,
and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units or composite
currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies,
currency unit or units or composite currency or currencies in which such Securities or any of them are to be so payable;


 


(17)        any
deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities
of the series or any of them, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;


 


(18)        the
applicability, if any, of Section 4.03 to the Securities of the series and any provisions in modification of, in addition
to or in lieu of any of the provisions of Section 4.03;


 


(19)        the
terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness and the
definition of such Senior Indebtedness with respect to such series; and, such Board Resolution, Officer’s Certificate or
supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections
or other provisions thereof constitute the “Subordination Provisions” with respect to the Securities of such series;


 




    	 	17	 



     


    

 


(20)        if
the Securities of the series or any of them are to be issued upon the exercise of warrants, the time, manner and place for such
Securities to be authenticated and delivered;


 


(21)        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, then
the form and terms of such certificates, documents or conditions;


 


(22)        if
there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying
Agent and/or Authenticating Agent with respect to the Securities of the series;


 


(23)        whether
any of the Securities of a series shall be issued as Original Issue Discount Securities; and


 


(24)        any
other terms of the Securities of the series or any of them.


 


All Securities of any one series shall be
substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from
which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to one or more Board
Resolutions and set forth in such Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining
to such series of Securities. All Securities of any one series need not be issued at the same time and, unless otherwise so provided
by the Company, a series may be reopened for issuances of additional Securities of such series.


 


If any of the terms of the Securities of
any series were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the
Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series.


 


Section 3.02         Denominations.



 


Unless otherwise established with respect
to any Securities pursuant to Section 3.01, the Securities of each series denominated in Dollars shall be issuable in registered
form without coupons in denominations of $1,000 and any integral multiple thereof. Securities not denominated in Dollars shall
be issuable in such denominations as are established with respect to such Securities pursuant to Section 3.01.


 


Section 3.03         Securities
in Foreign Countries. 


 


Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities
are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series, any amount in respect of any Security denominated in a currency
other than United States dollars shall be treated for any such action or distribution as that amount of United States dollars that
could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Securities of
such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date,
such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify
in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.


 




    	 	18	 



     


    

 


Section 3.04         Execution,
Authentication, Delivery and Dating. 


 


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


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company, to the
Trustee for authentication, and, provided that the Board Resolution or Resolutions and Officer’s Certificate or supplemental
indenture or indentures with respect to such Securities referred to in Section 3.01 and a Company Order for the authentication
and delivery of such Securities, has been delivered to the Trustee, the Trustee in accordance with the Company Order and subject
to the provisions hereof of such Securities shall authenticate and deliver such Securities.


 


The Trustee shall not be required to authenticate
or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.


 


Each Security shall be dated the date of
its authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 2.02 or 6.12 executed by or on behalf of the Trustee by the manual signature
of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder.


 




    	 	19	 



     


    

 


Section 3.05         Temporary
Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute and deliver to the Trustee and, upon Company Order the Trustee shall authenticate and deliver,
in the manner provided in Section 3.04, temporary Securities of such series which are printed, lithographed, typewritten,
photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, in registered form without coupons and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution
of such Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 


Except in the case of temporary Securities
in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued,
the Company shall 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, if any, shall be exchangeable upon request for definitive
Securities of such series containing identical terms and provisions upon surrender of the temporary Securities of such series at
an office or agency of the Company maintained for such purpose pursuant to Section 10.02, without charge to any 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 authorized denominations of the
same series containing identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with respect
to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of such series.


 


Section 3.06         Registration,
Transfer and Exchange.


 


With respect to the Securities of each series,
if any, the Company shall cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.02, a
register (each such register being herein sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of each series and
of transfers of the Securities of such series. In the event that the Trustee shall not be the Security Registrar, it shall have
the right to examine the Security Register at all reasonable times. U.S. Bank National Association is hereby initially appointed
as Security Registrar for each series of Securities. In the event that the Trustee shall cease to be Security Registrar with respect
to a series of Securities, the Trustee shall have the right to examine the Security Register for such series at all reasonable
times.


 


Upon surrender for registration of transfer
of any Security of any series at any office or agency of the Company maintained for such series pursuant to Section 10.02,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount bearing a number
not contemporaneously outstanding and containing identical terms and provisions.


 


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


 




    	 	20	 



     


    

 


Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 3.01, any global Security of any series shall be exchangeable for Securities
of such series only if (i) the Securities Depository is at any time unwilling or unable or ineligible to continue as Securities
Depository and a successor depository is not appointed by the Company within 120 days of the date the Company is so notified in
writing, (ii) the Securities Depository ceases to be registered as a “clearing agency” under Section 17A of the Securities
Exchange Act, as amended, (iii) the Company executes and delivers to the Trustee a Company Order to the effect that such global
Security shall be so exchangeable, or (iv) an Event of Default has occurred and is continuing with respect to the Securities
and the Company or the Depository shall request such exchange. If the beneficial owners of interests in a global Security are entitled
to exchange such interests for Securities of such series and of like tenor and principal amount of any authorized form and denomination,
as specified as contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series
in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository
or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given
to the Trustee and the U.S. Depository or such other depository, as the case may be (which instructions shall be in writing but
need not comply with Section 1.02 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order
with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be exchanged; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before any selection of Securities of such series to be
redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be
returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for
any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest
or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance
with the provisions of this Indenture.


 


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


 




    	 	21	 



     


    

 


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


 


No service charge shall be made for any
registration of transfer or exchange, redemption or conversion of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.05, 9.06 or 11.07 not involving any transfer.


 


Except as otherwise specified as contemplated
by Section 3.01, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities
of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities
of such series under Section 11.03 and ending at the close of business on the day of such selection, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except in the case of any Security to
be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security
which, in accordance with its terms specified as contemplated by Section 3.01, has been surrendered for repayment at the option
of the Holder, except the portion, if any, of such Security not to be repaid.


 


Section 3.07         Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered
to the Trustee, subject to the provisions of this Section 3.07, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding.


 


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


 


Notwithstanding the foregoing provisions
of this Section 3.07, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due
and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.


 


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


 




    	 	22	 



     


    

 


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


 


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


 


Section 3.08         Payment
of Interest; Interest Rights Preserved. 


 


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


 


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


 


(1)         The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities affected (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment. Money will
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. The Company also
shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be sent to each Holder of such Securities at his address as it appears
in the Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2).


 




    	 	23	 



     


    

 


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


 


For any Securities of any series that bear
interest and are issued in global form, the Company shall make through the Paying Agent, all payments of principal and interest
on the Securities in immediately available funds to the Depository or its nominee, in accordance with the applicable procedures
of the Depository. At the option of the Company, interest on Securities of any series that bear interest that are not in global
form, may be paid through the Paying Agent by mailing a check to the address of the person entitled thereto as such address shall
appear in the Security Register.


 


Subject to the foregoing provisions of this
Section and Section 3.06, each Security delivered under this Indenture upon registration of transfer of or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.


 


Section 3.09         Persons
Deemed Owners. 


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Sections 3.06 and 3.08) interest on or any Additional Amounts with respect to, such Security and for all
other purposes whatsoever, whether or not any payment with respect to such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


Section 3.10         Cancellation.



 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee or the Security Registrar, be delivered to the Trustee or the Security Registrar, and any such Securities
and Securities surrendered directly to the Trustee or the Security Registrar for any such purpose shall be promptly cancelled by
the Trustee or the Security Registrar, as the case may be. The Company may at any time deliver to the Trustee or the Security Registrar
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee or the Security Registrar, as the case may
be. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except
as expressly permitted by this Indenture or as otherwise specified as contemplated by Section 3.01. All cancelled Securities
held by the Trustee shall be retained by the Trustee and disposed of in accordance with its customary practices. The Trustee upon
written request shall promptly notify the Company of all cancelled Securities.


 




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Section 3.11         Computation
of Interest.


 


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


 


Section 3.12         Cusip
Numbers.


 


The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use), and if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE
4

SATISFACTION AND DISCHARGE


 


Section 4.01         Satisfaction
and Discharge of Indenture.


 


Upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Company Order
(except as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided
for and any right to receive Additional Amounts, as provided in Section 10.04), and the Trustee, on receipt of a Company Order,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when


 


(1)         either


 


(A)         
all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07, and (ii) Securities
of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee
for cancellation; or


 


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


 


(i)          have
become due and payable, or


 


(ii)         will
become due and payable at their Stated Maturity within one year and such Securities are not convertible into other Securities,
or


 




    	 	25	 



     


    

 


(iii)        if
redeemable at the option of the Company, such Securities are not convertible into other Securities and are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose, a sum of money in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, or any Additional Amounts with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees
hereunder.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.


 


Section 4.02         Application
of Trust Money. 


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or this section 4.02 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and any interest or any Additional Amounts for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.


 


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


 


Section 4.03         Satisfaction,
Discharge and Defeasance of Securities of Any Series. 


 


If pursuant to Section 3.01 provision
is made for defeasance of Securities of any series pursuant to Section 4.03, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Securities of such series and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when


 




    	 	26	 



     


    

 


(1)         either


 


(A)         with
respect to all Outstanding Securities of such series,


 


(i)          the
Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for such purpose, an amount sufficient
to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any),
any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph
of this Section 4.03, as the case may be; or


 


(ii)         with
respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited
with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment
of the principal of and interest on which are fully guaranteed by, the United States of America and which are not callable at the
option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof,
be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium,
if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated by the penultimate
paragraph of this Section 4.03; or


 


(B)         the
Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01,
to be applicable to the Securities of such series; and


 


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


 


(3)         the
Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying
as to the sufficiency of the amounts deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of
the principal (and premium, if any) and interest on the dates such payments are due, an Officer’s Certificate and an Opinion
of Counsel, each such Certificate and opinion stating that no Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided
for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have
been complied with; and


 




    	 	27	 



     


    

 


(4)         the
Company has delivered to the Trustee


 


(A)         
a ruling from the Internal Revenue Service or an opinion of independent counsel that the holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge 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 independent counsel must be based upon a change in
applicable Federal income tax law or a ruling or administrative pronouncement of the Internal Revenue Service to the same effect;
and


 


(B)         an
opinion of independent counsel to the effect that as a result of a deposit pursuant to subsection (1)(A) of this Section and the
related exercise of the Company’s option under this Section registration is not required under the Investment Company Act
of 1940, as amended, by the Company, with respect to the trust funds representing such deposit;


 


(C)         if
the Securities of such series are then listed on a national securities exchange, an Opinion of Counsel that the Securities of such
series will not be delisted as a result of the exercise of this option; and


 


(5)         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; and


 


(6)         the
Company’s exercise of its option under this Section shall not cause the Trustee for the Securities of such series to have
a conflicting interest for purposes of the Trust Indenture Act with respect to any Securities of the Company. 


 


Any deposits with the Trustee referred to
in subsection (1)(A) of this Section shall be irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption or repayment provisions or in accordance with any mandatory
sinking fund requirement, the Company shall make such arrangements as are reasonably satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company.


 


Upon the satisfaction of the conditions
set forth in this Section 4.03 with respect to all the Outstanding Securities of any series, the terms and conditions of such
series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections
3.06, 3.07, and 10.02, other than the right of Holders of such series to receive, from the trust fund described in this Section,
payment of the principal (and premium, if any) of, the interest on or any Additional Amounts with respect to such Securities when
such payments are due, other than any right of conversion of such Securities and the rights, powers, duties and immunities of the
Trustee hereunder and the Company’s obligations related thereto, shall no longer be binding upon, or applicable to, the Company
except those responsibilities and obligations which by the terms of the Indenture survive the termination of the Indenture; provided
that the Company shall not be discharged from any payment obligations in respect of Securities of such series which are deemed
not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of
the Company under applicable law.


 




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Section 4.04         Defeasance
of 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 3.01(17) and Section 5.01(5) (with respect to any covenants established pursuant to Section 3.01(17)) and Section
5.01(8) shall be deemed not to be an Event of Default, with respect to a series of Securities if


 


(1)         with
reference to this Section 4.04,


 


(A)         with
respect to all Outstanding Securities of such series,


 


(i)          the
Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for such purpose, an amount sufficient
to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any),
any Additional Amounts, interest to the Stated Maturity or any Redemption Date and any mandatory sinking fund payments or analogous
payments applicable to the Securities of such series as contemplated by the last paragraph of this Section 4.04, as the case
may be; or


 


(ii)         with
respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited
with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment
of the principal of and interest on which are fully guaranteed by, the United States of America and which are not callable at the
option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof,
be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium,
if any), any Additional Amounts, interest to the stated Maturity or any Redemption Date, and any mandatory sinking fund payments
or analogous payments applicable to the Securities of such series as contemplated by the last paragraph of this Section 4.04;
and


 


(2)         the
Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying
as to the sufficiency of the amounts deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of
the principal (and premium, if any) and interest on the dates such payments are due, an Officer’s Certificate and an Opinion
of Counsel, each such Certificate and opinion stating that no Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided
for relating to the defeasance of certain obligations with respect to Outstanding Securities of any such series have been complied
with; and


 




    	 	29	 



     


    

 


(3)         the
Company has delivered to the Trustee


 


(A)         a
ruling from the Internal Revenue Service or an opinion of independent counsel that the holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance 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; and


 


(B)         an
opinion of independent counsel to the effect that as a result of a deposit pursuant to subsection (A) of this Section and the related
exercise of the Company’s option under this Section registration is not required under the Investment Company Act of 1940,
as amended, by the Company, with respect to the trust funds representing such deposit; and


 


(4)         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; and


 


(5)         the
Company’s exercise of its option under this Section shall not cause the Trustee for the Securities of such series to have
a conflicting interest for purposes of the Trust Indenture Act with respect to any Securities of the Company; and


 


(6)         if
the Securities of such series are then listed on a national securities exchange, an Opinion of Counsel that the Securities of such
series will not be delisted as a result of the exercise of this option.


 


Any deposits with the Trustee referred to
in subsection (1)(A) of this Section shall be irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption or repayment provisions or in accordance with any mandatory
sinking fund requirement, the Company shall make such arrangements as are reasonably satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company.


 


ARTICLE
5

REMEDIES


 


Section 5.01         Events
of Default. 


 


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


 




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(1)         default
in the payment of any installment of interest upon any Security of that series, as and when the same shall become due and payable,
and continuance of such default for a period of 30 days;


 


(2)         default
in the payment of the principal of or premium, if any, on any Security of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise;


 


(3)         default
in the payment of any sinking fund payment with respect to any Security of that series as and when the same shall become due and
payable;


 


(4)         failure
by the Company to deliver the required securities or other rights upon an appropriate conversion or exchange election by any Holder
of Convertible Securities;


 


(5)         failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the
Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Securities, in
this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant
a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 90 days
after the date on which written notice specifying such failure and requiring the Company to remedy the same shall have been given,
by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Securities of that series at the time Outstanding;


 


(6)         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;


 


(7)         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 any 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


 


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


 




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Section 5.02         Acceleration
of Maturity; Rescission and Annulment. 


 


Unless the Board Resolution or supplemental
indenture establishing such series provides otherwise, if an Event of Default (other than an Event of Default specified in Section 5.01(6)
or 5.01(7)) with respect to Securities of any series at the time outstanding occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal of all
the Securities of that series, or such lesser amount as may be provided for in the Securities of that series, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration
such principal or such lesser amount, together with accrued and unpaid interest, if any, thereon, shall become immediately due
and payable. Unless the Board Resolution or supplemental indenture establishing such series provides otherwise, if an Event of
Default specified in Section 5.01(6) or 5.01(7) with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by the terms thereof), together with accrued and unpaid
interest, if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.


 


At any time after such a declaration of
acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if


 


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


 


(A)         all
overdue installments of interest on and any Additional Amounts payable in respect of all Securities of such series,


 


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


 


(C)         to
the extent that payment of such interest is lawful, interest upon overdue installments of interest or any Additional Amounts at
the rate or rates borne by or provided for in such Securities, and


 


(D)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel as provided in Section 6.07 hereof; and


 


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


 


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


 


Section 5.03         Collection
of Indebtedness and Suits For Enforcement By Trustee. 


 


The Company covenants that if:


 


(1)         default
is made in the payment of any installment of interest on or any Additional Amounts payable in respect of any Security when such
interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or


 




    	 	32	 



     


    

 


(2)         default
is made in the payment of the principal of (or premium, if any, on) any Security at its Maturity, then the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal (and premium, if any) and interest or Additional Amounts, if any, with interest upon the overdue principal (and premium,
if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest or
any Additional Amounts, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.


 


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


 


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


 


Section 5.04         Trustee May
File Proofs of Claim. 


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


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


 




    	 	33	 



     


    

 


(2)         to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.07.


 


Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


 


Section 5.05         Trustee May
Enforce Claims Without Possession of Securities.


 


All rights of action and claims under this
Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery or 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 Security in respect of which such judgment has been recovered.


 


Section 5.06         Application
of Money or Property Collected.


 


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


 


FIRST: To the payment of all amounts due
the Trustee, its agents and any predecessor Trustee under Section 6.07;


 


SECOND: To the payment of the amounts then
due and unpaid upon the Securities for principal (and premium, if any) and interest or any Additional Amounts payable in respect
of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according
to the aggregate amounts due and payable on such Securities for principal (and premium, if any), interest or any Additional Amounts,
respectively; and


 


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


 


Section 5.07         Limitation
on Suits. 


 


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


 




    	 	34	 



     


    

 


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


 


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


 


(3)         such
Holder or Holders have provided indemnity acceptable to the Trustee against the costs, expenses and liabilities which may be incurred
in compliance with such request;


 


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


 


(5)         no
direction inconsistent with such written request has been received by 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 that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series,
or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and ratable benefit of all such Holders.


 


Section 5.08         Unconditional
Right of Holders to Receive Principal, Premium, Interest and Additional Amounts. 


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any) and (subject to Sections 3.06 and 3.08) interest on or any Additional Amounts in respect of such Security
on the respective Stated Maturity or Maturities specified in such Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such
Holder.


 


Section 5.09         Restoration
of Rights and Remedies. 


 


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


 




    	 	35	 



     


    

 


Section 5.10         Rights
and Remedies Cumulative. 


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.07, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11         Delay
or Omission Not Waiver. 


 


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


 


Section 5.12         Control
By Holders. 


 


Subject to Section 6.03(5), the Holders
of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series, provided that:


 


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


 


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


 


(3)         such
direction is not unduly prejudicial to the rights of other Holders of Securities of such series.


 


Section 5.13         Waiver
of Past Defaults.


 


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


 


(1)         in
the payment of the principal of (and premium, if any) or interest on or Additional Amounts payable in respect of any Security of
such series, or


 


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


 


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


 




    	 	36	 



     


    

 


Section 5.14         Waiver
of Stay or Extension Laws. 


 


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


 


ARTICLE
6

THE TRUSTEE


 


Section 6.01         Certain
Duties and Responsibilities.


 


(1)         The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Without limiting the foregoing, except
during the continuance of an Event of Default,


 


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


 


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


 


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.


 


(2)         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:


 


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


 




    	 	37	 



     


    

 


(B)         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;


 


(C)         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 pursuant to Section 5.12, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such series;


 


(D)         the
Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters
relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Registrar with respect
to the Securities; and


 


(E)         
if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be
sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event
occurred.


 


Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


 


Section 6.02         Notice
of Defaults. 


 


Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee shall transmit to the Holders in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with respect to, any Security
of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests
of the Holders of such series.


 


Section 6.03         Certain
Rights of Trustee. 


 


Subject to the provisions of Section 6.01:


 


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


 




    	 	38	 



     


    

 


(2)         any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (other
than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.04 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution
or Board Resolutions;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	39	 



     


    

 


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


 


(11)        in
no event shall the Trustee be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever
(including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage; and


 


(12)        any
permissive right or authority granted to the Trustee in this Indenture shall not be construed as a mandatory duty.


 


Section 6.04         Not
Responsible For Recitals or Issuance of Securities. 


 


The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company and neither
the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility and Qualification on Form T-l supplied to the Company are true and accurate, subject to
the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.


 


Section 6.05         May
Hold Securities. 


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture
Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other Person.


 


Section 6.06         Money
Held In Trust. 


 


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


 


Section 6.07         Compensation
and Reimbursement. 


 


The Company agrees:


 


(1)         to
pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be mutually agreed upon
by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 




    	 	40	 



     


    

 


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


 


(3)         to
indemnify each of the Trustee and any predecessor Trustee and its agents for, and to hold them harmless against, any loss, liability,
claim, damage or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties hereunder.


 


The provisions of this Section 6.07
shall survive the termination of this Indenture and the resignation or removal of the Trustee.


 


Section 6.08         Corporate
Trustee Required; Eligibility; Conflicting Interests. 


 


There shall at all times be a Trustee hereunder
that is a corporation permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to act as trustee under the Trust
Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. If the Trustee
has or shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the
Securities of any series, the Trustee shall take such action as is required pursuant to said Section 310 (b).


 


Section 6.09         Resignation
and Removal; Appointment of Successor. 


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee pursuant to Section 6.10.


 


(b)          The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.


 


(c)          The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. If an instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the
Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


 




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(d)          If
at any time:


 


(1)         the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act after written
request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months,
or


 


(2)         the
Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Company
or by any such Holder of a Security, or


 


(3)         the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (a) the Company, by or pursuant to Board Resolution,
may remove the Trustee with respect to all Securities, or (b) subject to Section 315(c) of the Trust Indenture Act any
Holder of a Security who has been a bona fide Holder of a Security of any series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to
all Securities of such series and the appointment of a successor Trustee or Trustees.


 


(e)          If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by or pursuant to Board Resolutions, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of
Section 6.10. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, become
the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company
or the Holders of Securities and accepted appointment in the manner required by Section 6.10, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


 




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(f)          The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series by sending written notice of such event to
the Holders of Securities, if any, of such series as their names and addresses appear in the Security Register. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.


 


Section 6.10         Acceptance
of Appointment By Successor. 


 


(a)          In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and 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 and/or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


(b)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust,
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 that no Trustee shall be responsible for any notice given to, or received by, or any act or failure
to act on the part of any other Trustee hereunder, 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 with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates 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
other than as hereinafter 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,
such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates.


 




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


 


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


 


Section 6.11         Merger,
Conversion, Consolidation or Succession to Business. 


 


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


 


Section 6.12         Appointment
of Authenticating Agent. 


 


The Trustee may appoint an Authenticating
Agent or Authenticating Agents, which may be an Affiliate of the Company, with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue
or exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent.


 


Each Authenticating Agent shall be acceptable
to the Company and, except as specified as contemplated by Section 3.01, shall at all times be a corporation that would be
permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to be able to act as a trustee under an indenture
qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as such and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section. If the Authenticating Agent has or
shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities
of any series, the Authenticating Agent shall take action as is required pursuant to said Section 310 (b).


 




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


 


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


 


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


 


The provisions of Sections 3.09, 6.04 and
6.05 shall be applicable to each Authenticating Agent.


 


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


 


This certificate represents Securities of
the series designated herein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE
	 	 
	Dated: [ ]	By:  	            
	 	Authorized Signatory
	 	 
	 	By:	 
	 	Authorized Signatory


 




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If all of the Securities of any series may
not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original
issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested in writing (which writing need not comply with Section 1.02) by the Company, shall appoint in
accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect
to such series of Securities.


 


Section 6.13 Preferential Collection of
Claims Against the Company.


 


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


 


ARTICLE
7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


In accordance with Section 312(a) of
the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee


 


(1)         semi-annually,
not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date,
or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such dates as are set forth
in the Board Resolution or indenture supplemental hereto authorizing such series, and


 


(2)         at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided, however,
that so long as the Trustee is the Security Registrar no such list shall be required to be furnished.


 


Section 7.02         Preservation
of Information; Communications to Holders. 


 


(a)          The
Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 


(b)          Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.


 




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Section 7.03         Reports
By Trustee. 


 


(a)          Within
60 days after May 15 of each year commencing with the year following the first issuance of Securities pursuant to Section 3.01,
if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit pursuant to Section 313(c) of the
Trust Indenture Act a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a)
which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.


 


(b)          The
Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.


 


(c)          Reports
pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of the
Trust Indenture Act.


 


Section 7.04         Reports
By Company. 


 


The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee within 15 days after the same is so required to be filed with
the Commission.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
or other notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Notwithstanding the foregoing, to the extent any of the information required by this Section 7.04 is filed by the Company
with the Commission and publicly available on the Commission’s EDGAR system (or any successor system thereto), then such
information shall be deemed to be filed with the Trustee.


 


ARTICLE
8

CONSOLIDATION, MERGER AND SALES


 


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


 


Nothing contained in this Indenture or in
any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether
or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any conveyance, transfer or lease of the property of the Company as an entirety or
substantially as an entirety, to any other Person (whether or not affiliated with the Company); provided, however, that:


 




    	 	47	 



     


    

 


(1)         in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation,
partnership, limited liability company or other entity organized or formed and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia and shall expressly assume, by one or more indentures supplemental hereto,
executed and delivered by the successor Person to the Trustee, the due and punctual payment of the principal of (and premium, if
any) and interest on or any Additional Amounts in respect of all the Securities and the performance of every other covenant of
this Indenture on the part of the Company to be performed or observed;


 


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


 


(3)         the
successor Person has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with.


 


Section 8.02         Successor
Corporation Substituted For Company. 


 


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


 


ARTICLE
9

SUPPLEMENTAL INDENTURES


 


Section 9.01         Supplemental
Indentures Without Consent of Holders. 


 


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


 


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


 


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


 




    	 	48	 



     


    

 


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


 


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


 


(5)         to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10(b);


 


(6)         to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture and which shall not adversely affect the interest of the Holders of Securities of any series
in any material respect;


 


(7)         to
add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth;


 


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


 


(9)         to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to conform the obligations of
the Company and the Trustee under this Indenture to the obligations imposed on such Persons hereunder pursuant to the Trust Indenture
Act or under any similar federal statute hereafter enacted and rules or regulations of the Commission thereunder;


 


(10)        to
make provisions with respect to the conversion rights of Holders of Convertible Securities; or


 


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


 




    	 	49	 



     


    

 


Section 9.02         Supplemental
Indentures With Consent of Holders. 


 


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


 


(1)         change
the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof
or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption
thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.05 (except as contemplated
by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02,
or change the Place of Payment, coin or currency in which any Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


 


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


 


(3)         modify
any of the provisions of this section, or Sections 5.12 or 5.13, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby.


 


The Company may, but shall not be obligated
to, fix a record date for the purposes of determining the Persons entitled to consent to any indenture supplemental hereto. If
a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless
such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is
90 days after such record date, any such consent previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


 


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


 




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


 


Section 9.03         Execution
of Supplemental Indentures. 


 


As a condition to executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust
created by this Indenture, the Trustee shall be provided with, and (subject to Section 315 of the Trust Indenture Act) shall
be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that it complies with the terms of this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise.


 


Section 9.04         Effect
of Supplemental Indentures. 


 


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


 


Section 9.05         Conformity
With Trust Indenture Act. 


 


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


 


Section 9.06         Reference
in Securities to Supplemental Indentures. 


 


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


 


Section 9.07         Subordination
Unimpaired


 


No supplemental indenture entered into under
this Article Nine shall modify, directly or indirectly, the provisions of Article Thirteen or the definition of Senior Indebtedness
in Section 1.01 or establish a definition of Senior Indebtedness pursuant to Section 3.01(19) in connection with any
series of Securities, in any manner that might alter or impair the subordination of the Securities with respect to Senior Indebtedness
then outstanding, unless each holder of such Senior Indebtedness has consented thereto in writing.


 




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ARTICLE
10

COVENANTS


 


Section 10.01         Payment
of Principal, Premium, If Any, and Interest. 


 


The Company covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium, if any),
interest on or any Additional Amounts payable in respect of the Securities of that series in accordance with the terms of such
series of Securities and this Indenture. Unless otherwise provided pursuant to Section 3.01 with respect to a series of Securities,
principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company,
holds as of 10:00 a.m. New York City time on the due date money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then due.


 


Section 10.02         Maintenance
of Office or Agency.


 


The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of such series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, at the place specified for
the purpose pursuant to Section 3.01, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands; provided, however, no service of legal process on the Company may be made at any office of the
Trustee.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of their obligation to maintain an office or agency in each Place of Payment for Securities of
any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless otherwise specified as contemplated by Section 3.01,
the Company hereby designates as the Place of Payment for each series the Corporate Trust Office of the Trustee.


 


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


 


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


 




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Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any), or
interest on, any Securities of that series, deposit with any Paying Agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


 


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


 


(1)         comply
with the provisions of the Trust Indenture Act applicable to it as Paying Agent;


 


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


 


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


 


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


 


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


 


Except as otherwise provided hereby or pursuant
hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest and Additional Amounts on any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in an English language newspaper of general circulation, published on each Business Day, in each Place of
Payment for such series or to be sent to Holders of Securities for such series, or both, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or sending
nor shall it be later than two years after such principal (and premium, if any) or interest has become due and payable, any unclaimed
balance of such money then remaining will be repaid to the Company.


 




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Section 10.04         Additional
Amounts. 


 


If any Securities of a series provide for
the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series Additional Amounts
as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium,
if any) or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange 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 provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention
is not made.


 


Subject to applicable unclaimed property
laws, except as otherwise provided herein or pursuant hereto, 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 such series of Securities (or if the Securities
of that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is
made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been
any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the
Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of principal (and premium, if any) of or interest on the
Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding
shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on
such payments to such Holders and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required
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 negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section.


 


Section 10.05         Statement
As To Compliance; Notice of Certain Defaults.


 


(a)          The
Company will, in addition to the reports required by Section 7.04, deliver to the Trustee, within 120 days after the end of
each fiscal year (which on the date hereof ends on December 31), commencing December 31, 2016, a written statement, which
need not comply with Section 1.02, signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer or an Executive Vice President and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of
the Company, stating, as to each signer thereof, that:


 




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(1)         a
review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision,
and


 


(2)         to
the best of his knowledge, based on such review, (a) the Company has fulfilled all of its obligations under this Indenture
throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known
to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse
of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event
known to him and the nature and status thereof.


 


(b)          The
Company will deliver to the Trustee as soon as possible, and in any event, within five days after the occurrence thereof, written
notice of any event which after notice or lapse of time or both would become an Event of Default.


 


Section 10.06         Payment
of Taxes and Other Claims. 


 


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


 


Section 10.07         Corporate
Existence. 


 


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


 


Section 10.08         Waiver
of Certain Covenants. 


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of such series, the Company may omit in any particular instance to comply with any term, provision
or condition set forth pursuant to Section 3.01(17), or in Section 10.06 or 10.07 with respect to the Securities of any
series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 




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Section 10.09         Calculation
of Original Issue Discount.


 


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


 


ARTICLE
11

REDEMPTION OF SECURITIES


 


Section 11.01         Applicability
of Article. 


 


Redemption of Securities of any series at
the option of the Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of
such Securities and (except as otherwise provided herein or pursuant hereto or as specified as by Section 3.01) this Article.


 


Section 11.02         Election
To Redeem; Notice To Trustee. 


 


The election of the Company to redeem any
Securities shall be evidenced by Board Resolution or in such other manner specified as contemplated by Section 3.01. In case
of any redemption at the election of the Company of the Securities of any series, with the same issue date, interest rate and Stated
Maturity, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
to be redeemed.


 


Section 11.03         Selection
By Trustee of Securities To Be Redeemed. 


 


If less than all the Securities of any series
with the same issue date, interest rate, Stated Maturity and other terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such
series not previously called for redemption, by lot or such other method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions of the principal amount of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal amount of a Security of such series not redeemed to less
than the minimum denomination for a Security of such series established herein pursuant hereto.


 


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


 




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The Trustee shall promptly notify the Company
and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any
Securities 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 Securities
redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed.


 


Section 11.04         Notice
of Redemption. 


 


Notice of redemption shall be given in the
manner provided in Section 1.06, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period
is specified in the Securities to be redeemed (provided notice may be given more than 60 days prior to the Redemption Date in connection
with a defeasance or the satisfaction and discharge of the series), to the Holders of Securities to be redeemed. Failure to give
notice by sending in the manner herein provided to the Holder of any Securities designated for redemption as a whole or in part,
or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other
Securities or portion thereof.


 


Any notice that is sent to the Holder of
any Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice.


 


All notices of redemption shall state:


 


(1)         the
Redemption Date,


 


(2)         the
Redemption Price,


 


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


 


(4)         in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,


 


(5)         in
the case of Convertible Securities, the Conversion Price then in effect, the date on which the right to convert the principal amount
of the Securities or the portions thereof to be redeemed will terminate and the place or places where such Securities may be surrendered
for conversion,


 


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


 




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(7)         the
place or places where such Securities are to be surrendered for payment of the Redemption Price,


 


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


 


(9)         the
CUSIP number, if any.


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company; provided, however, that if delivery is to be made by the Trustee, the Company shall have
delivered to the Trustee, at least five Business Days (or such shorter period as may be agreed to by the Trustee) before notice
of redemption is required to be sent the redemption notice and a Company Request for the Trustee to make such delivery.


 


Section 11.05         Deposit
of Redemption Price.


 


On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect thereto,
all the Securities or portions thereof which are to be redeemed on that date.


 


If any Convertible Security or portion thereof
called for redemption is converted in accordance with the terms of such Convertible Security, any money deposited with the Trustee
or so segregated and held in trust for the redemption of such Security or portion thereof shall (subject to any right of the Holder
of the Security on a Regular Record Date preceding such conversion to receive interest) be paid to the Company upon Company Request
or, if then held by the Company, shall be discharged from such trust.


 


Section 11.06         Securities
Payable on Redemption Date. 


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest (or any Additional Amounts)
to the Redemption Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the Regular Record Dates according to their terms and the provisions of Section 3.08.


 


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


 




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Section 11.07         Securities
Redeemed in Part. 


 


Any Security that is not a global Security
which is to be redeemed only in part shall be surrendered at any office or agency of the Company maintained for that purpose pursuant
to Section 10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing)
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.


 


Section 11.08         Conversion
Arrangements on Call for Redemption. 


 


Notwithstanding anything to the contrary
contained in this Indenture, in connection with any redemption of Convertible Securities of any series, the Company, by an agreement
with one or more investment bankers or other purchasers, may arrange for such purchasers to purchase all such Convertible Securities
called for redemption (the “Called Securities”) which are either (i) surrendered for redemption or (ii) not
duly surrendered for redemption or conversion prior to the close of business on the Redemption Date, and to convert the same into
shares of Common Stock, by the purchasers’ depositing with the Trustee (acting as Paying Agent with respect to the deposit
of such amount and as conversion agent with respect to the conversion of such Called Securities), in trust for the Holders of the
Called Securities, on or prior to the Redemption Date in the manner agreed to by the Company and such purchasers, an amount sufficient
to pay the Redemption Price, payable by the Company on redemption of such Called Securities. In connection with any such arrangement
for purchase and conversion, the Trustee as Paying Agent shall pay on or after the Redemption Date such amounts so deposited by
the purchasers in exchange for Called Securities surrendered for redemption prior to the close of business on the Redemption Date
and for all Called Securities surrendered after such Redemption Date. Notwithstanding anything to the contrary contained in this
Article Eleven, the obligation of the Company to pay the Redemption Price of such Called Securities shall be satisfied and discharged
to the extent such amount is so paid by such purchasers. However, nothing in this Section 11.08 shall in any way relieve the
Company of the obligation to pay such Redemption Price on all Called Securities to the extent such amount is not so paid by said
purchasers. For all purposes of this Indenture, any Called Securities surrendered by the Holders for redemption, and any Called
Securities not duly surrendered for redemption or conversion prior to the close of business on the Redemption Date, shall be deemed
acquired by such purchasers from such Holders and surrendered by such purchasers for conversion and shall in all respects be deemed
to have been converted, all as of immediately prior to the close of business on the Redemption Date, subject to the deposit by
the Purchasers of the above amount as aforesaid. Nothing in this Section 11.08 shall in any way limit the right of any Holder
of a Security to convert his Security pursuant to the terms of this Indenture and of such Security at any time prior to the close
of business on the Redemption Date applicable thereto.


 




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ARTICLE
12

SINKING FUNDS


 


Section 12.01         Applicability
of Article. 


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or required by any form
of Security of such series issued pursuant to this Indenture.


 


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


 


Section 12.02         Satisfaction
of Sinking Fund Payments With Securities. 


 


The Company may, in satisfaction of all
or any part of any sinking fund payment with respect to the Securities of such series to be made pursuant to the terms of such
Securities as provided for by the terms of such series (1) deliver Outstanding Securities of such series (other than any of
such Securities previously called for redemption or any of such Securities in respect of which cash shall have been released to
the Company), and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.03         Redemption
of Securities For Sinking Fund. 


 


Not less than 90 days prior to each
sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting of Securities of that series pursuant to Section 12.02, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so
credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added in cash
to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


 




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ARTICLE
13

SUBORDINATION


 


Section 13.01         Securities
Subordinated To Senior Indebtedness. 


 


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


 


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


 


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


 


(2)         In
the event that any Security of any series is declared or otherwise becomes due and payable before its expressed maturity because
of the occurrence of an Event of Default hereunder (under circumstances when the provisions of the foregoing clause (1) or
the following clause (3) shall not be applicable), the holders of Senior Indebtedness outstanding at the time such Security
so becomes due and payable because of such occurrence of an Event of Default hereunder shall, so long as such declaration has not
been rescinded and annulled pursuant to Section 5.02, be entitled to receive payment in full of all principal of, and premium
and interest on or other amounts in respect of, all such Senior Indebtedness before the Holders of the Securities of such series
are entitled to receive any payment on account of principal of, premium, if any, or interest and Additional Amounts on the Securities
of such series. However, nothing herein shall prevent the Holders of Securities from seeking any remedy allowed at law or at equity
so long as any judgment or decree obtained thereby makes provision for enforcing this clause; and


 




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(3)         In
the event there shall have occurred and be continuing (i) any default in any payment with respect to any Senior Indebtedness beyond
any applicable grace period or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity
thereof may be accelerated, unless and until such payment default or event of default shall have been cured or waived or shall
have ceased to exist and any acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall
be pending with respect to any such default in payment or event of default, no payments of principal, premium, if any, or interest
and Additional Amounts thereon with respect to the Securities shall be made by the Company.


 


The Company shall give written notice to
the Trustee within five days after the occurrence of any insolvency, bankruptcy, receivership, liquidation, reorganization, arrangement,
readjustment of debt, composition or other similar proceeding of the Company within the meaning of this Section 13.01. Upon
any payment or distribution of assets of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions
of Section 315(a) through 315(b) of the Trust Indenture Act, and the Holders of the Securities shall be entitled to rely upon
a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the persons
entitled to participate in such 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 Thirteen.


 


The
Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be
a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by
a holder of Senior Indebtedness (or a trustee or agent on behalf of any such holder). In the event that the Trustee determines,
in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Section 13.01, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent
to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights
of such person under this Section 13.01, and if such evidence is not furnished, the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive such payment.


 


Section 13.02         Subrogation.



 


Subject to the payment in full of all Senior
Indebtedness to which the indebtedness evidenced by the Securities is in the circumstances subordinated as provided in Section 13.01,
the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments
or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until all amounts owing
on the Securities shall be paid in full. As between the Company, its creditors other than holders of such Senior Indebtedness,
and the Holders of the Securities, no such payment or distribution made to the holders of such Senior Indebtedness by virtue of
this Article Thirteen which otherwise would have been made to the Holders of the Securities shall be deemed to be a payment by
the Company on account of such Senior Indebtedness, it being understood that the provisions of this Article Thirteen 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.


 




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Section 13.03         Obligation
of Company Unconditional. 


 


Nothing contained in this Article Thirteen
or elsewhere in this Indenture or in the Securities,


 


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


 


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


 


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


 


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


 


Section 13.04         Payment
on Securities Permitted.


 


Nothing contained in this Article Thirteen
or elsewhere in this Indenture, or in any of the Securities, shall affect the obligation of the Company to make, or prevent the
Company from making payment of the principal of (or premium, if any), interest or any Additional Amounts on the Securities in accordance
with the provisions hereof and thereof, except as otherwise provided in this Article Thirteen.


 


Section 13.05         Effectuation
of Subordination by Trustee. 


 


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


 




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Section 13.06         Knowledge
of Trustee.


 


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


 


Section 13.07         Trustee’s
Relation To Senior Indebtedness.


 


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


 


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


 


No recourse may be taken with respect to
the obligations of the Issuer or the Trustee against the Trustee in its individual capacity.


 


Section 13.08         Rights
Of Holders Of Senior Indebtedness Not Impaired. 


 


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


 


* * * * *


 


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


 




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


 





	 	UNION BANKSHARES CORPORATION
	 	 	 
	 	By:	/s/ Robert M. Gorman
	 	Name:	Robert M. Gorman
	 	Title:	Executive Vice President and Chief Financial Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its

individual capacity but solely as Trustee
	 	 	 
	 	By:	/s/ W.F. Michie, III
	 	Name:	W.F. Michie, III
	 	Title:	Assistant Vice President




 


[Signature Page
to Subordinated Indenture]