Exhibit 4.3


 





 


SILVERGATE CAPITAL CORPORATION


Issuer


 


TO


 


Trustee


 


Indenture


 


Dated as of
 .........  ......, 20...


 


[SENIOR/SUBORDINATED]* DEBT SECURITIES1


 





 





 









1 This
form of Indenture includes provisions for an Indenture relating to the issuance of Senior Debt Securities and provisions for an
Indenture relating to the issuance of Subordinated Debt Securities. Material within brackets marked with an asterisk ( * ) will
be included only if the Indenture relates to the issuance of Subordinated Debt Securities. Material within brackets marked with
a dagger ( † ) will be included only if the Indenture relates to the issuance of Senior Debt Securities.


 


 



    


     


    

 


TABLE
OF CONTENTS


 


	 	 	 	 	PAGE
	 	 	 
	Article One Definitions and Other Provisions of General Application	 	1
	 	 	 	 	 
	Section 101.	 	Definitions	 	1
	 	 	Act	 	1
	 	 	Affiliate	 	1
	 	 	Authenticating Agent	 	1
	 	 	Board of Directors	 	1
	 	 	Board Resolution	 	2
	 	 	Business Day	 	2
	 	 	Commission	 	2
	 	 	Company	 	2
	 	 	Company Request	 	2
	 	 	Corporate Trust Office	 	2
	 	 	Covenant Defeasance	 	2
	 	 	Defaulted Interest	 	2
	 	 	Defeasance	 	2
	 	 	Depositary	 	2
	 	 	Event of Default	 	2
	 	 	Exchange Act	 	2
	 	 	Expiration Date	 	2
	 	 	Global Security	 	2
	 	 	Holder	 	2
	 	 	Indenture	 	2
	 	 	interest	 	2
	 	 	Interest Payment Date	 	2
	 	 	Investment Company	 	3
	 	 	Maturity	 	3
	 	 	Notice of Default	 	3
	 	 	Officers’ Certificate	 	3
	 	 	Opinion of Counsel	 	3
	 	 	Original Issue Discount Security	 	3
	 	 	Outstanding	 	3
	 	 	Paying Agent	 	4
	 	 	Person	 	4
	 	 	Place of Payment	 	4
	 	 	Predecessor Security	 	4
	 	 	Redemption Date	 	4
	 	 	Redemption Price	 	4
	 	 	Regular Record Date	 	4
	 	 	Securities	 	4
	 	 	Securities Act	 	4
	 	 	Security Register	 	4
	 	 	Senior Indebtedness	 	4
	 	 	Special Record Date	 	4
	 	 	Stated Maturity	 	4
	 	 	Subordination Provisions	 	4
	 	 	Subsidiary	 	4
	 	 	Trust Indenture Act	 	5
	 	 	Trustee	 	5
	 	 	U.S. Government Obligation	 	5
	 	 	Vice President	 	5



 






    (i)


     


    

 


	Section 102.	 	Compliance Certificates and Opinions	 	5
	Section 103.	 	Form of Documents Delivered to Trustee	 	5
	Section 104.	 	Acts of Holders; Record Dates	 	6
	Section 105.	 	Notices, Etc., to Trustee and Company	 	7
	Section 106.	 	Notice to Holders; Waiver	 	7
	Section 107.	 	Conflict with Trust Indenture Act	 	8
	Section 108.	 	Effect of Headings and Table of Contents	 	8
	Section 109.	 	Successors and Assigns	 	8
	Section 110.	 	Separability Clause	 	8
	Section 111.	 	Benefits of Indenture	 	8
	Section 112.	 	Governing Law	 	8
	Section 113.	 	Legal Holidays	 	8
	Section 115	 	Waiver of Jury Trial	 	8
	Section 116	 	Force Majeure	 	8
	Section 117	 	USA Patriot Act	 	9
	 	 	 	 	 
	Article Two Security Forms	 	9
	 	 	 	 	 
	Section 201.	 	Forms Generally	 	9
	Section 202.	 	Form of Face of Security	 	9
	Section 203.	 	Form of Reverse of Security	 	10
	Section 204.	 	Form of Legend for Global Securities	 	13
	Section 205.	 	Form of Trustee’s Certificate of Authentication	 	13
	 	 	 	 	 
	Article Three The Securities	 	14
	 	 	 	 	 
	Section 301.	 	Amount Unlimited; Issuable in Series	 	14
	Section 302.	 	Denominations	 	16
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	16
	Section 304.	 	Temporary Securities	 	17
	Section 305.	 	Registration, Registration of Transfer and Exchange	 	17
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	18
	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	19
	Section 308.	 	Persons Deemed Owners	 	19
	Section 309.	 	Cancellation	 	19
	Section 310.	 	Computation of Interest	 	20
	Section 311.	 	CUSIP	 	20
	 	 	 	 	 
	Article Four Satisfaction and Discharge	 	20
	 	 	 	 	 
	Section 401.	 	Satisfaction and Discharge of Indenture	 	20
	Section 402.	 	Application of Trust Money	 	21
	 	 	 	 	 
	Article Five Remedies	 	21
	 	 	 	 	 
	Section 501.	 	Events of Default	 	21
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	22
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	23
	Section 504.	 	Trustee May File Proofs of Claim	 	23
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities	 	23
	Section 506.	 	Application of Money Collected	 	24
	Section 507.	 	Limitation on Suits	 	24
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	24
	Section 509.	 	Restoration of Rights and Remedies	 	24
	Section 510.	 	Rights and Remedies Cumulative	 	25
	Section 511.	 	Delay or Omission Not Waiver	 	25
	Section 512.	 	Control by Holders	 	25
	Section 513.	 	Waiver of Past Defaults	 	25
	Section 514.	 	Undertaking for Costs	 	25
	Section 515.	 	Waiver of Usury, Stay or Extension Laws	 	26



 






    (ii)


     


    

 


	Article Six The Trustee	 	26
	 	 	 	 	 
	Section 601.	 	Certain Duties and Responsibilities	 	26
	Section 602.	 	Notice of Defaults	 	26
	Section 603.	 	Certain Rights of Trustee	 	26
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	27
	Section 605.	 	May Hold Securities	 	28
	Section 606.	 	Money Held in Trust	 	28
	Section 607.	 	Compensation and Reimbursement	 	28
	Section 608.	 	Conflicting Interests	 	28
	Section 609.	 	Corporate Trustee Required; Eligibility	 	28
	Section 610.	 	Resignation and Removal; Appointment of Successor	 	29
	Section 611.	 	Acceptance of Appointment by Successor	 	30
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	30
	Section 613.	 	Preferential Collection of Claims Against Company	 	30
	Section 614.	 	Appointment of Authenticating Agent	 	31
	 	 	 	 	 
	Article Seven Holders’ Lists and Reports by Trustee and Company	 	32
	 	 	 	 	 
	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders	 	32
	Section 702.	 	Preservation of Information; Communications to Holders	 	32
	Section 703.	 	Reports by Trustee	 	32
	Section 704.	 	Reports by Company	 	32
	 	 	 	 	 
	Article Eight Consolidation, Merger, Conveyance, Transfer or Lease	 	33
	 	 	 	 	 
	Section 801.	 	Company May Consolidate, Etc., Only on Certain Terms	 	33
	Section 802.	 	Successor Substituted	 	33
	 	 	 	 	 
	Article Nine Supplemental Indentures	 	33
	 	 	 	 	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	33
	Section 902.	 	Supplemental Indentures With Consent of Holders	 	34
	Section 903.	 	Execution of Supplemental Indentures	 	35
	Section 904.	 	Effect of Supplemental Indentures	 	35
	Section 905.	 	Conformity with Trust Indenture Act	 	35
	Section 906.	 	Reference in Securities to Supplemental Indentures	 	35
	 	 	 	 	 
	Article Ten Covenants	 	35
	 	 	 	 	 
	Section 1001.	 	Payment of Principal, Premium and Interest	 	35
	Section 1002.	 	Maintenance of Office or Agency	 	35
	Section 1003.	 	Money for Securities Payments to Be Held in Trust	 	36
	Section 1004.	 	Statement by Officers as to Default	 	36
	Section 1005.	 	Existence	 	37
	Section 1006.	 	Maintenance of Properties	 	37
	Section 1007.	 	Payment of Taxes and Other Claims	 	37
	Section 1008.	 	Waiver of Certain Covenants	 	37
	 	 	 	 	 
	Article Eleven Redemption of Securities	 	37
	 	 	 	 	 
	Section 1101.	 	Applicability of Article	 	37
	Section 1102.	 	Election to Redeem; Notice to Trustee	 	37
	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed	 	38
	Section 1104.	 	Notice of Redemption	 	38
	Section 1105.	 	Deposit of Redemption Price	 	39
	Section 1106.	 	Securities Payable on Redemption Date	 	39
	Section 1107.	 	Securities Redeemed in Part	 	39
	 	 	 	 	 
	Article Twelve Sinking Funds	 	39
	 	 	 	 	 
	Section 1201.	 	Applicability of Article	 	39
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	39
	Section 1203.	 	Redemption of Securities for Sinking Fund	 	40



 






    (iii)


     


    

 


	Article Thirteen Defeasance and Covenant Defeasance	 	40
	 	 	 	 	 
	Section 1301.	 	Company’s Option to Effect Defeasance or Covenant Defeasance	 	40
	Section 1302.	 	Defeasance and Discharge	 	40
	Section 1303.	 	Covenant Defeasance	 	40
	Section 1304.	 	Conditions to Defeasance or Covenant Defeasance	 	41
	Section 1305.	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	 	42
	Section 1306.	 	Reinstatement	 	42
	Section 1307.	 	[Effect on Subordination Provisions.]*	 	43



 





NOTE: This table of contents shall not,
for any purpose, be deemed to be a party of the Indenture.


 



    (iv)


     


    

 


SILVERGATE
CAPITAL 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)	609
	(a)	(2)	609
	(a)	(3)	Not Applicable
	(a)	(4)	Not Applicable
	(b)	 	608
	 	 	610
	§ 311(a)	 	613
	(b)	 	613
	§ 312(a)	 	701
	 	 	702
	(b)	 	702
	(c)	 	702
	§ 313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	§ 314(a)	 	704
	(a)	(4)	101
	 	 	1004
	(b)	 	Not Applicable
	(c)	(1)	102
	(c)	(2)	102
	(c)	(3)	1304
	 	 	1305
	(d)	 	Not Applicable
	(e)	 	102
	§ 315(a)	 	601
	(b)	 	603
	(c)	 	601
	(d)	 	601
	(e)	 	514
	§ 316(a)	 	101
	(a)	(1)(A)	502
	 	 	512
	(a)	(1)(B)	513
	(a)	(2)	Not Applicable
	(b)	 	508
	(c)	 	104
	§ 317(a)	(1)	503
	(a)	(2)	504
	(b)	 	1003
	§ 318(a)	 	107


 


 






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


 



    


     


    







 



 


INDENTURE, dated as
of ..............., between Silvergate Capital Corporation, a corporation duly organized and existing
under the laws of the State of Maryland (herein called the “Company”), and              ,
a                , as Trustee (herein called the “Trustee”).


 


Recitals
of the Company


 


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


 


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


 


Now,
Therefore, this Indenture Witnesseth:


 


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


 


Article One

Definitions and Other Provisions

of General Application


 


Section 101.          Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 104.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


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


 






    1 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust
Office” means the principal office of the Trustee in              
at which at any particular time its corporate trust business shall be administered.


 


“Covenant Defeasance”
has the meaning specified in Section 1303.


 


“Defaulted Interest”
has the meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.


 


“Event of Default”
has the meaning specified in Section 501.


 


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


 


“Expiration Date”
has the meaning specified in Section 104.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such Securities).


 


“Holder”
means a Person in whose name a Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 301.


 


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


 


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


 






    2 


     


    

 


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


 


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


 


“Notice of Default”
means a written notice of the kind specified in Section 501(4) or 501(5).


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered
to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.


 


“Opinion of Counsel”
means a written opinion of legal counsel, who shall be acceptable to the Trustee, which opinion meets the requirements of Section 102.
The counsel may be counsel for the Company.


 


“Original Issue
Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


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


 


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


 


(3)        Securities
as to which Defeasance has been effected pursuant to Section 1302; and


 


(4)        Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount
of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of
such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed
to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301,
of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the
amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 






    3 


     


    

 


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


 


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


 


“Place of Payment”,
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 301.


 


“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 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the close of business on
the 15th calendar day prior to the applicable Interest Payment Date, without regard to whether the Regular Record Date
is a Business Day.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer
of the Trustee who customarily performs functions similar to those performed by the Persons who at the time will 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 will have direct responsibility for the administration of this Indenture.


 


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


 


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


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 305.


 


[“Senior Indebtedness”,
when used with respect to the Securities of any series, shall have the meaning established pursuant to Section 301(20) with
respect to the Securities of such series.]*


 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


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


 


[“Subordination
Provisions”, when used with respect to the Securities of any series, shall have the meaning established pursuant to Section 301(20)
with respect to Securities of such series.]*


 


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


 






    4 


     


    

 


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


 


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


 


“U.S. Government
Obligation” has the meaning specified in Section 1304.


 


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


 


Section 102.          Compliance
Certificates and Opinions.


 


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


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 1004) shall include,


 


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


 


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


 


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


 


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


 


Section 103.          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/her 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.


 






    5 


     


    

 


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


 


Section 104.          Acts
of Holders; Record Dates.


 


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.


 


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


 


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


 


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


 


The Company may set
any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date
for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


The Trustee may set
any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in
the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 106.


 






    6 


     


    

 


With respect to any
record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable record date.


 


Without limiting the
foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.


 


Section 105.          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 the Trustee at its Corporate Trust Office, Attention: [Corporate Trust Administration], or


 


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


 


Section 106.          Notice
to Holders; Waiver.


 


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


 






    7 


     


    

 


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


 


Section 107.          Conflict
with Trust Indenture Act.


 


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


 


Section 108.          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 109.          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 110.          Separability
Clause.


 


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


 


Section 111.          Benefits
of Indenture.


 


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


 


Section 112.          Governing
Law.


 


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


 


Section 113.          Legal
Holidays.


 


In any case where
any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.


 


Section 115           Waiver
of Jury Trial.


 


EACH PARTY HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 116           Force
Majeure.


 


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


 






    8 


     


    

 


Section 117           USA
Patriot Act.


 


The Trustee hereby
notifies the Company that in accordance with the requirements of the USA Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the Company and other information that
will allow the Trustee to identify the Company in accordance with the USA Patriot Act.


 


Article Two

Security Forms


 


Section 201.          Forms
Generally.


 


The Securities of
each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.


 


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


 


Section 202.          Form of
Face of Security.


 


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


 


Silvergate Capital Corporation


 


[Insert title of the Securities]


 


	No.	$          




 


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


 






    9 


     


    

 


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


 


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


 


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


 


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


 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed under its corporate seal.


 


Dated:


 


	By	 	 




 


Attest:


 


		 



 


Section 203.          Form of
Reverse of Security.


 


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


 


[If applicable,
insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’
notice by mail, at any time [if applicable, insert — on or after .........., 20..], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if
applicable, insert — on or before ..............., ...%, and if redeemed] during the 12-month period beginning .............
of the years indicated, 


 


	Year	Redemption Price	Year	Redemption

Price


 






    10 


     


    

 


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


 


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


 


	Year	Redemption Price

For Redemption

Through Operation

of the

Sinking Fund	Redemption Price For

Redemption Otherwise

than Through Operation

of the Sinking Fund


 


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


 


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


 


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


 


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


 


[Insert paragraph
regarding subordination of the Security.]*


 


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


 


[If the Security
is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.]


 


[If the Security
is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount.
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.]


 






    11 


     


    

 


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


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and provided the Trustee
indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.


 


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


 


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


 


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


 


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


 


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


 


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


 






    12 


     


    

 


Section 204.          Form of
Legend for Global Securities.


 


Unless otherwise specified
as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:


 


This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this
Security in whole or in part may be registered, in the name of any Person other than a transfer of this Security as a whole by
the depositary to a nominee thereof, or by a nominee of a depositary to the depositary or another nominee thereof or by the depositary
or any nominee thereof to a successor of the depositary, or a nominee of the successor depositary, except in the limited circumstances
described in the Indenture.


 


Section 205.          Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


	 	, 
	 	As Trustee




 


	 	By	       
	 	Authorized Officer




 






    13 


     


    

 



 


Article Three

The Securities


 


Section 301.     Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may
be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


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


 


(2)         any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


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


 


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


 


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


 


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


 


(7)         the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series
may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be evidenced;


 


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


 


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


 


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


 


(11)       if
other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;


 






    14


     


    

 


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


 


(13)       if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;


 


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


 


(15)       if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302
or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company
to defease such Securities shall be evidenced;


 


(16)       if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to
or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may
be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(17)       any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;


 


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


 


(19)       any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5))[; and


 


(20)       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, Officers’ 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]*.


 


All Securities of
any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in
the Officers’ Certificate referred to above or in any such indenture supplemental hereto.


 


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


 


[The Securities of
each series shall be subordinated in right of payment to Senior Indebtedness as provided in the Subordination Provisions for such
series. [The Securities shall [not be superior in right of payment to, and shall] rank pari passu with[,] — insert description
of existing debt of the Company that is intended to rank on a parity with the Securities.]]*


 






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Section 302.     Denominations.


 


The Securities of
each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 303.     Execution,
Authentication, Delivery and Dating.


 


The Securities shall
be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon 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, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the
Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,


 


(1)       if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such
form has been established in conformity with the provisions of this Indenture;


 


(2)       if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of this Indenture; and


 


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


 


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


 


Notwithstanding the
provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301
or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication
of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.


 


Each Security shall
be dated the date of its authentication.


 


No Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 






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Section 304.     Temporary
Securities.


 


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


 


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


 


Section 305.     Registration,
Registration of Transfer and Exchange.


 


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


 


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


 


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


 


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


 


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


 


No service charge
shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


 






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If the Securities
of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may
be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing,
or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


The provisions of
Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:


 


(1)       Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.


 


(2)       Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name of any Person other than a transfer of this Security
as a whole by the Depositary to a nominee thereof, or by a nominee of the Depositary to the Depositary or another nominee thereof
or by the Depositary or any nominee thereof to a successor of the Depositary or a nominee of the successor Depositary, unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security
or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.


 


(3)       Subject
to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.


 


(4)       Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.


 


Section 306.     Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 307.     Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise
provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.


 


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


 


(1)       The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer
be payable pursuant to the following Clause (2).


 


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


 


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


 


Section 308.     Persons
Deemed Owners.


 


Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal
of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary.


 


Section 309.     Cancellation.


 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order.


 






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Section 310.     Computation
of Interest.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be
computed by the Company on the basis of a 360-day year of twelve 30-day months.


 


Section 311.     CUSIP


 


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


 


Article Four

Satisfaction and Discharge


 


Section 401.     Satisfaction
and Discharge of Indenture.


 


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


 


(1)     either


 


(A)  all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


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


 


(i)       have
become due and payable, or


 


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


 


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


 


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


 


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


 






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Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 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 402 and the last paragraph
of Section 1003 shall survive.


 


Section 402.     Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 


Article Five

Remedies


 


Section 501.     Events
of Default.


 


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


 


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


 


(2)        default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)        default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)        default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and a Responsible Officer of the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series, a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder; or


 


(5)        [a
default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company (including a default
with respect to Securities of any series other than that series) having an aggregate principal amount outstanding of at least $              ,
or under any mortgage, indenture or instrument (including this Indenture) under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by the Company whether such indebtedness now exists or shall hereafter
be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail,
to the Company by the Trustee or to the Company and a Responsible Officer of the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause
such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that
such notice is a “Notice of Default” hereunder; or]†


 






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(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 appoints a receiver, liquidator,
assignee, custodian, trustee, sequestrator or other similar official of the Company or of any substantial part of its property,
or orders the winding up or liquidation of its affairs and such decree, appointment or order shall remain unstayed and in effect
for a period of 90 consecutive days; or


 


(7)        the
Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the
Company or of 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


 


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


 


Section 502.     Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default
(other than an Event of Default specified in Section 501(6) or 501(7)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or,
if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.


 


If an Event of Default
described (other than an Event of Default specified in Section 501(6) or 501(7)) occurs and is continuing, which Event
of Default is with respect to less than all series of Securities then Outstanding, then in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Securities of each such affected series then Outstanding (each such series voting
as a separate class) may declare the principal amount of all Securities of such series (or, if the Securities of such series are
Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof)
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon such
declaration such principal amount (or specified amount) shall become immediately due and payable.


 


If an Event of Default
specified in Section 501(6) or 501(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) 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 a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if


 


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


 


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


 


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


 


(C)       to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
such Securities, and


 


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


 






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(2)       all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 


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


 


Section 503.     Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if


 


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


 


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


 


the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal
and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


Section 504.     Trustee
May File Proofs of Claim.


 


In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder.


 


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


 


Section 505.     Trustee
May Enforce Claims Without Possession of Securities.


 


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


 






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Section 506.     Application
of Money Collected.


 


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


 


First:
To the payment of all amounts due the Trustee (including any predecessor trustee) under Section 607;


 


second:
[Subject to the Subordination Provisions with respect to such Securities, to]* [To]† the payment of the amounts then due
and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; and


 


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


 


Section 507.     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 any Security,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


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


 


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


 


(5)          no
direction inconsistent with such written request has been received by the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series;


 


it being understood and intended that no
one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.


 


Section 508.     Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 509.     Restoration
of Rights and Remedies.


 


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


 






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Section 510.     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 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 511.     Delay
or Omission Not Waiver.


 


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


 


Section 512.     Control
by Holders.


 


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


 


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


 


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


 


(3)          the
Trustee shall have the right to decline to follow any such direction if the Trustee in good faith determines that the proceeding
so directed would involve the Trustee in personal liability.


 


Section 513.     Waiver
of Past Defaults.


 


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


 


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


 


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


 


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


 


Section 514.     Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking
or to make such an assessment in any suit instituted by the Company.


 






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Section 515.     Waiver
of Usury, Stay or Extension Laws.


 


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


 


Article Six

The Trustee


 


Section 601.     Certain
Duties and Responsibilities.


 


The duties and responsibilities
of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not 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 602.     Notice
of Defaults.


 


If a default occurs
hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall
be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such
series.


 


Section 603.     Certain
Rights of Trustee.


 


Subject to the provisions
of Section 601:


 


(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, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


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


 


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


 


(4)          before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion
of Counsel;


 


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


 






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


 


(7)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine 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 of any kind by reason of such inquiry or investigation;


 


(8)          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;


 


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


 


(10)        the
Trustee will not be required to take notice or be deemed to have notice of any default or Event of Default, except failure by the
Company to pay or cause to be made any of the payments required to be made to the Trustee, unless the Trustee is specifically notified
by a writing of such default or Event of Default by notice 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. In the absence of actual written notice delivered
to a Responsible Officer of the Trustee, the Trustee may conclusively assume no default or Event of Default exists. The Trustee
shall have no duty to monitor or confirm compliance of the Company with the terms of this Indenture or any Security. Delivery of
reports and information to the Trustee does not constitute actual or constructive knowledge of or notice to the Trustee;


 


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


 


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


 


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


 


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


 


(15)        the
Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder nor
for any information used in connection with such calculation.


 


Section 604.     Not
Responsible for Recitals or Issuance of Securities.


 


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


 






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Section 605.     May Hold
Securities.


 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.


 


Section 606.     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 will be held uninvested.
The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Company.


 


Section 607.     Compensation
and Reimbursement.


 


The Company agrees


 


(1)          to
pay to the Trustee from time to time compensation for all services rendered by the Trustee acting in any capacity hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)          except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to the Trustee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable
order; and


 


(3)          to
indemnify each of the Trustee acting in any capacity or any predecessor trustee and their agents for, and to hold them harmless
against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.


 


The obligations of the Company under this
Section 607 shall survive the satisfaction and discharge of this Indenture.


 


Section 608.     Conflicting
Interests.


 


If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and
this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than one series [or a trustee under — list
here any prior indentures between the Company and the Trustee that have not been satisfied and discharged and that may be excluded
by the proviso to Section 310(b)(1) of the Trust Indenture Act].


 


Section 609.     Corporate
Trustee Required; Eligibility.


 


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


 






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Section 610.     Resignation
and Removal; Appointment of Successor.


 


No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 


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 611 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.


 


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


 


If at any time:


 


(1)          the
Trustee shall fail to comply with the obligations imposed upon it under Section 608 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or


 


(2)          the
Trustee shall cease to be eligible under Section 609 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 a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. 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 611, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


The Company shall
give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner
provided in Section 106. 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.


 






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Section 611.     Acceptance
of Appointment by Successor.


 


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


 


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


 


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


 


No successor Trustee
shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article. No resigning or removed Trustee shall have any liability or responsibility for the action or inaction of any successor
Trustee.


 


Section 612.     Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


Section 613.     Preferential
Collection of Claims Against Company.


 


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


 






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Section 614.     Appointment
of Authenticating Agent.


 


The Trustee may appoint
an Authenticating Agent with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, upon written
request of the Company, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section.


 


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


 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.


 


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee
makes such payments, it will be entitled to be reimbursed for such payments, subject to the provisions of Section 607.


 


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


 


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


 


	 	 	,
	 	As
    Trustee
	 	 
	 	By	,
	 	As
    Authenticating Agent
	 	 
	 	By	            
	 	Authorized
    Officer




 






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Article Seven

Holders’ Lists and Reports by Trustee and Company


 


Section 701.     Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


(1)          semi-annually,
not later than ............... and ................... in each year, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Securities of each series as of the preceding .............. or .............., as
the case may be, and


 


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


 


excluding from any such list names
and addresses received by the Trustee in its capacity as Security Registrar.


 


Section 702.     Preservation
of Information; Communications to Holders.


 


The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt
of a new list so furnished.


 


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


 


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


 


Section 703.     Reports
by Trustee.


 


Within 60 days after
May 15 in each year beginning with the May 15 following the date of this Indenture, and for so long as Securities remain
outstanding, the Trustee shall transmit by mail to all Holders, as their names and addresses appear on the register kept by the
Registrar a brief report dated as of such May 15 that complies with Section 313(a) of the Trust Indenture Act (but
if no event described in Section 313(a) of the Trust Indenture Act has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also will comply with Section 313(b)(2) of the Trust Indenture
Act. The Trustee will also transmit by mail all reports as required by Section 313(c) of the Trust Indenture Act. A
copy of each report at the time of its mailing to Holders of any Securities will be mailed by the Trustee to the Company and filed
by the Trustee with the Securities and Exchange Commission and each stock exchange on which the Securities are listed in accordance
with Section 313(d) of the Trust Indenture Act. The Company shall promptly notify the Trustee when Securities are listed
on any stock exchange.


 


Section 704.     Reports
by Company.


 


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


 






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Article Eight

Consolidation, Merger, Conveyance, Transfer or Lease





 


Section 801.           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
(whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company
or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer,
lease or other disposition of the property of the Company, or its successor or successors as the case may be, as an entirety, or
substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors,
as the case may be) authorized to acquire and operate the same; provided that


 


(1)         the
Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company)
or to which such sale, conveyance, transfer, lease or other disposition of property is made is a Person organized and existing
under the laws of the United States or any State thereof or the District of Columbia, and such Person expressly assumes all of
the obligations of the Company under the Securities and this Indenture and


 


(2)         after
giving effect to, any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, no Event of Default shall
have occurred and be continuing.


 


Section 802.           Successor
Substituted.


 


In case of any such
consolidation, merger, sale, conveyance, transfer, lease or other disposition, and upon the assumption by the successor corporation,
by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligation of
due and punctual payment of the principal of and premium, if any, and interest, if any, on all of the Securities and the due and
punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the
Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named
herein as the Company, and the Company thereupon shall be relieved of any further liability or obligation hereunder or upon the
Securities. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Securities
which previously shall have been signed and delivered by any officer of the Company to the Trustee or the Authenticating Agent
for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee
or the Authenticating Agent for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.


 


Article Nine

Supplemental Indentures


 


Section 901.           Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 






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


 


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


 


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


 


(6)         to
secure the Securities; or


 


(7)         to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or


 


(8)         to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or


 


(9)         to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that
such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect.


 


Section 902.           Supplemental
Indentures With Consent of Holders.


 


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


 


(1)         change
the Stated Maturity of the principal of, or any instalment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or [modify the provisions
of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or]*


 


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


 


(3)         modify
any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and
Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).


 






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


 


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


 


Section 903.           Execution
of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Section 904.           Effect
of Supplemental Indentures.


 


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


 


Section 905.           Conformity
with Trust Indenture Act.


 


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


 


Section 906.           Reference
in Securities to Supplemental Indentures.


 


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


 


Article Ten

Covenants


 


Section 1001.         Payment
of Principal, Premium and Interest.


 


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


 


Section 1002.         Maintenance
of Office or Agency.


 


The Company will maintain
in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time
the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 






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


 


Section 1003.         Money
for Securities Payments to Be Held in Trust.


 


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


 


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


 


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


 


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


 


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


 


Section 1004.         Statement
by Officers as to Default.


 


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


 






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Section 1005.         Existence.


 


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


 


Section 1006.         Maintenance
of Properties.


 


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


 


Section 1007.         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 1008.         Waiver
of Certain Covenants.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series or in Article Eight
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.


 


Article Eleven

Redemption of Securities


 


Section 1101.         Applicability
of Article.


 


Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with this Article.


 


Section 1102.         Election
to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.


 






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Section 1103.         Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the
Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed
or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption
in accordance with the preceding sentence.


 


The Trustee shall
promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected
for partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of
the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security
is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount
of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such
Security.


 


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


 


Section 1104.         Notice
of Redemption.


 


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


 


All notices of redemption
shall state:


 


(1)        the
Redemption Date,


 


(2)        the
Redemption Price,


 


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


 


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


 


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


 






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





 


Notice of redemption
of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by
the Trustee in the name and at the expense of the Company and shall be irrevocable.


 


Section 1105.         Deposit
of Redemption Price.


 


Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


 


Section 1106.         Securities
Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 307.


 


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


 


Section 1107.         Securities
Redeemed in Part.


 


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


 


Article Twelve

Sinking Funds


 


Section 1201.         Applicability
of Article.


 


The provisions of
this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified
as contemplated by Section 301 for such Securities.


 


The minimum amount
of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption
of Securities as provided for by the terms of such Securities.


 


Section 1202.         Satisfaction
of Sinking Fund Payments with Securities.


 


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


 






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Section 1203.         Redemption
of Securities for Sinking Fund.


 


Not less than 90 days
prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be
so delivered. Not less than 60 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


Article Thirteen

Defeasance and Covenant Defeasance


 


Section 1301.         Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect,
at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in
accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.


 


Section 1302.         Defeasance
and Discharge.


 


Upon the Company’s
exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations [and the Subordination Provisions shall cease to be
effective,]* with respect to such Securities as provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied
all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive
until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the
trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to
such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any)
to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.


 


Section 1303.         Covenant
Defeasance.


 


Upon the Company’s
exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Sections 1006 through 1008, inclusive, and any covenants
provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities[, and]
(2) the occurrence of any event specified in Sections 501(4) (with respect to any of Sections 1006 through 1008, inclusive,
and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be
deemed not to be or result in an Event of Default [and (3) the Subordination Provisions shall cease to be effective]*, in
each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304
are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.


 






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Section 1304.         Conditions
to Defeasance or Covenant Defeasance.


 


The following shall
be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as
the case may be:


 


(1)         The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits
of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before
the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee
in such form as may be required by the Trust Indenture Act, to pay and discharge, and which shall be applied by the Trustee (or
any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified
in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal
or interest evidenced by such depositary receipt.


 


(2)         In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change
in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.


 


(3)         In
the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.


 


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


 






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(5)         No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified
in Sections 501(6) and (7), at any time on or prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 90th day).





 


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


 


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


 


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


 


(9)         [At
the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Indebtedness
shall have occurred and be continuing, (B) no event of default with respect to any Senior Indebtedness shall have resulted
in such Senior Indebtedness becoming, and continuing to be, due and payable prior to the date on which it would otherwise have
become due and payable (unless payment of such Senior Indebtedness has been made or duly provided for), and (C) no other event
of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting (after notice or lapse of time
or both) the holders of such Senior Indebtedness (or a trustee on behalf of such holders) to declare such Senior Indebtedness due
and payable prior to the date on which it would otherwise have become due and payable.]*


 


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


 


Section 1305.         Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions
of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium
and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee in such form as may be required by the Trust Indenture Act, are in excess of the amount thereof which would then be required
to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 1306.         Reinstatement.


 


If the Trustee or
the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to
Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from
the money so held in trust.


 






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Section 1307.         [Effect
on Subordination Provisions.]*


 


Unless otherwise expressly
provided pursuant to Section 301(20) with respect to the Securities of any series, the Subordination Provisions established
pursuant to Section 301(20) with respect to such series are hereby expressly made subject to the provisions for satisfaction
and discharge and defeasance and covenant defeasance set forth in Section 1302 and Section 1303 and, anything herein
to the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge and defeasance and covenant defeasance
pursuant to Section 1302 and Section 1303 with respect to the Securities of such series, such Securities shall thereupon
cease to be so subordinated and shall no longer be subject to the Subordination Provisions established pursuant to Section 301(20)
with respect to such series and, without limitation to the foregoing, all moneys, U.S. Government Obligations and other securities
or property deposited with the Trustee (or other qualifying trustee) in trust in connection with such satisfaction and discharge,
defeasance or covenant defeasance, as the case may be, and all proceeds therefrom may be applied to pay the principal of, premium,
if any, and interest, if any, with respect to the Securities of such series as and when the same shall become due and payable notwithstanding
such Subordination Provisions.]*


 





 






 


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, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


 


	 	 	SILVERGATE CAPITAL CORPORATION
	 	 	 
	 	 	 
	 	 	By	               
	 	 	 
	Attest:	 	 
		 	 
	 	 	 
	 	 	, as Trustee
	 	 	 
	 	 	By	
	 	 	 
	Attest:	 	 
		 	 




 






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