Exhibit 4.5


 


southside
bancshares, inc.


 


SUBORDINATED
INDENTURE


 


DATED AS
OF __________, 2016


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION, AS TRUSTEE


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	 	Page
    Number
	 	 	 	 	 	 
	Article I	DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	Section 1.1	 	Definitions	1
	 	Section 1.2	 	Other Definitions	5
	 	Section 1.3	 	Incorporation by Reference of Trust Indenture Act	5
	 	Section 1.4	 	Rules Of Construction	6
	 	 	 	 	 	 
	Article II	THE SECURITIES	6
	 	Section 2.1	 	Issuable In Series	6
	 	Section 2.2	 	Establishment Of Terms Of Series Of Securities	6
	 	Section 2.3	 	Execution and Authentication	8
	 	Section 2.4	 	Registrar and Paying Agent	9
	 	Section 2.5	 	Paying Agent to Hold Money in Trust	9
	 	Section 2.6	 	Securityholder Lists	9
	 	Section 2.7	 	Transfer and Exchange	10
	 	Section 2.8	 	Mutilated, Destroyed, Lost and Stolen Securities	10
	 	Section 2.9	 	Outstanding Securities	10
	 	Section 2.10	 	Treasury Securities	11
	 	Section 2.11	 	Temporary Securities	11
	 	Section 2.12	 	Cancellation	11
	 	Section 2.13	 	Defaulted Interest	12
	 	Section 2.14	 	Global Securities	12
	 	Section 2.15	 	CUSIP Numbers	13
	 	 	 	 	 	 
	Article III	REDEMPTION	13
	 	Section 3.1	 	Notice To Trustee	13
	 	Section 3.2	 	Selection of Securities to be Redeemed	13
	 	Section 3.3	 	Notice of Redemption	14
	 	Section 3.4	 	Effect of Notice of Redemption	14
	 	Section 3.5	 	Deposit of Redemption Price	15
	 	Section 3.6	 	Securities Redeemed in Part	15
	 	 	 	 	 	 
	Article IV	COVENANTS	15
	 	Section 4.1	 	Payment of Principal and Interest	15
	 	Section 4.2	 	SEC Reports	15
	 	Section 4.3	 	Compliance Certificate	15
	 	Section 4.4	 	Stay, Extension and Usury Laws	15
	 	Section 4.5	 	Corporate Existence	16
	 	Section 4.6	 	Taxes	16
	 	 	 	 	 	 
	Article V	SUCCESSORS	16
	 	Section 5.1	 	When Company May Merge, Etc	16
	 	Section 5.2	 	Successor Corporation Substituted	16
	 	 	 	 	 	 
	Article VI	DEFAULTS AND REMEDIES	16
	 	Section 6.1	 	Events of Default	16
	 	Section 6.2	 	Acceleration of Maturity; Rescission and Annulment	18
	 	Section 6.3	 	Collection Of Indebtedness And Suits For Enforcement By Trustee	18




 




    	 	i	 



     


    

 





	 	Section 6.4	 	Trustee May File Proofs Of Claim	19
	 	Section 6.5	 	Trustee May Enforce Claims Without Possession Of Securities	19
	 	Section 6.6	 	Application of Money Collected	19
	 	Section 6.7	 	Limitation On Suits	20
	 	Section 6.8	 	Unconditional Right of Holders to Receive Principal and Interest	20
	 	Section 6.9	 	Restoration of Rights and Remedies	20
	 	Section 6.10	 	Rights and Remedies Cumulative	20
	 	Section 6.11	 	Delay or Omission Not Waiver	21
	 	Section 6.12	 	Control by Holders	21
	 	Section 6.13	 	Waiver Of Past Defaults	21
	 	Section 6.14	 	Undertaking For Costs	21
	 	 	 	 	 	 
	Article VII	TRUSTEE	22
	 	Section 7.1	 	Duties of Trustee	22
	 	Section 7.2	 	Rights of Trustee	23
	 	Section 7.3	 	Individual Rights of Trustee	24
	 	Section 7.4	 	Trustee’s Disclaimer	24
	 	Section 7.5	 	Notice Of Defaults	25
	 	Section 7.6	 	Reports by Trustee to Holders	25
	 	Section 7.7	 	Compensation and Indemnity	25
	 	Section 7.8	 	Replacement of Trustee	26
	 	Section 7.9	 	Successor Trustee by Merger, Etc	26
	 	Section 7.10	 	Eligibility; Disqualification	26
	 	Section 7.11	 	Referential Collection of Claims Against Company	27
	 	 	 	 	 	 
	Article VIII	SATISFACTION AND DISCHARGE; DEFEASANCE	27
	 	Section 8.1	 	Satisfaction and Discharge of Indenture	27
	 	Section 8.2	 	Application of Trust Funds; Indemnification	27
	 	Section 8.3	 	Legal Defeasance of Securities of any Series	28
	 	Section 8.4	 	Covenant Defeasance	29
	 	Section 8.5	 	Repayment to Company	30
	 	 	 	 	 	 
	Article IX	AMENDMENTS AND WAIVERS	30
	 	Section 9.1	 	Without Consent of Holders	30
	 	Section 9.2	 	With Consent of Holders	31
	 	Section 9.3	 	Limitations	32
	 	Section 9.4	 	Compliance With Trust Indenture Act	32
	 	Section 9.5	 	Revocation and Effect of Consents	32
	 	Section 9.6	 	Notation on or Exchange of Securities	33
	 	Section 9.7	 	Trustee Protected	33
	 	 	 	 	 	 
	Article X	MISCELLANEOUS	33
	 	Section 10.1	 	Trust Indenture Act Controls	33
	 	Section 10.2	 	Notices	33
	 	Section 10.3	 	Communication by Holders with Other Holders	34
	 	Section 10.4	 	Certificate and Opinion as to Conditions Precedent	34
	 	Section 10.5	 	Statements Required in Certificate or Opinion	34
	 	Section 10.6	 	Rules by Trustee and Agents	35
	 	Section 10.7	 	Legal Holidays	35
	 	Section 10.8	 	No Recourse Against Others	35
	 	Section 10.9	 	Counterparts	35




 






    	 	ii	 



     


    

 





	 	Section 10.10	 	Governing Laws	35
	 	Section 10.11	 	No Adverse Interpretation of Other Agreements	35
	 	Section 10.12	 	Successors	35
	 	Section 10.13	 	Severability	35
	 	Section 10.14	 	Table of Contents, Headings, Etc	36
	 	 	 	 	 	 
	Article XI	SINKING FUNDS	36
	 	Section 11.1	 	Applicability of Article	36
	 	Section 11.2	 	Satisfaction Of Sinking Fund Payments With Securities	36
	 	Section 11.3	 	Redemption Of Securities For Sinking Fund	36
	 	 	 	 	 	 
	Article XII	SUBORDINATION OF SECURITIES	37
	 	Section 12.1	 	Agreement of Subordination	37
	 	Section 12.2	 	Payments to Holders	37
	 	Section 12.3	 	Subrogation of Securities	39
	 	Section 12.4	 	Authorization to Effect Subordination	40
	 	Section 12.5	 	Notice to Trustee	40
	 	Section 12.6	 	Trustee’s Relation to Senior Indebtedness	41
	 	Section 12.7	 	No Impairment of Subordination	41
	 	Section 12.8	 	Article Applicable to Paying Agents	41
	 	Section 12.9	 	Senior Indebtedness Entitled to Rely	41




 




    	 	iii	 



     


    

 


CROSS REFERENCE TABLE


 


	Trust Indenture	 	Indenture
	Act Section	 	Section
	Section 310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	N/A
	 	(a)(4)	N/A
	 	(a)(5)	7.10
	 	(b)	7.10
	Section 311	(a)	7.11
	 	(b)	7.11
	 	(c)	N/A
	Section 312	(a)	2.6
	 	(b)	10.3
	 	(c)	10.3
	Section 313	(a)	7.6
	 	(b)(1)	7.6
	 	(b)(2)	7.6
	 	(c)(1)	7.6
	 	(d)	7.6
	Section 314	(a)	4.2, 10.5
	 	(b)	N/A
	 	(c)(1)	10.4
	 	(c)(2)	10.4
	 	(c)(3)	N/A
	 	(d)	N/A
	 	(e)	10.5
	 	(f)	N/A
	Section 315	(a)	7.1
	 	(b)	7.5
	 	(c)	7.1
	 	(d)	7.1
	 	(e)	6.14
	Section 316	(a)	2.10
	 	(a)(1)(A)	6.12
	 	(a)(1)(B)	6.13
	 	(b)	6.8
	Section 317	(a)(1)	6.3
	 	(a)(2)	6.4
	 	(b)	2.5
	Section 318	(a)	10.1


 


* This Cross Reference Table shall not, for any purpose, be
deemed to be part of the Indenture.


 




    	 	iv	 



     


    

 


This SUBORDINATED
INDENTURE, dated as of __________, 2016 is made by and between SOUTHSIDE BANCSHARES, INC., a Texas corporation (the
“Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in
its individual capacity but solely as trustee (the “Trustee”).


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:


 


Article
I


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.1           Definitions.


 


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


 


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


 


“Agent”
means any Registrar, Paying Agent or Service Agent.


 


“Authorized
Newspaper” means a newspaper in an official language of the country of publication customarily published at least once
a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is
used.  If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute
a sufficient publication of such notice.


 


“Bearer Security”
means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder
thereof.


 


“Board of
Directors” means the Board of Directors of the Company or any duly authorized committee thereof.


 


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


 


“Business
Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday, a legal holiday or any other day on which banking institutions in the
City of New York, New York, or any Place of Payment are authorized or required by law, regulation or executive order to close.


 


“Capital Stock”
means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 




     


     


    

 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


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


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 1100 North Market Street, Wilmington, DE 19890, Attention: Southside
Bancshares, Inc. Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and
the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).


 


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


 


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to the Securities
of any Series shall mean the Depository with respect to the Securities of such Series.


 


“Designated
Senior Indebtedness” means any of the Company’s senior indebtedness that expressly provides that it is “designated
senior indebtedness” for purposes of this Indenture (provided that the instrument, agreement or other document creating or
evidencing such Senior Indebtedness may place limitations and conditions on the right of such Senior Indebtedness to exercise the
rights of Designated Senior Indebtedness).


 


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.2.


 


“Dollars”
and “$” means the currency of the United States of America. “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination.


 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered
in the name of such Depository or nominee.


 




    	 	2	 



     


    

 


“Holder”
or “Securityholder” means a person in whose name a Security is registered or the holder of a Bearer Security.


 


“Indebtedness”
means, with respect to any person, and without duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such person for borrowed money (including obligations of the Company in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or
not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments (whether or not
the recourse of the lender is to the whole of the assets of such person or to only a portion thereof) (other than any account payable
or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of
materials or services), (b) all reimbursement obligations and other liabilities (contingent or otherwise) of such person with respect
to letters of credit, bank guarantees or bankers’ acceptances, (c) all obligations and liabilities (contingent or otherwise)
in respect of leases of such person required, in conformity with generally accepted accounting principles, to be accounted for
as capitalized lease obligations on the balance sheet of such person and all obligations and other liabilities (contingent or otherwise)
under any lease or related document (including a purchase agreement) in connection with the lease of real property which provides
that such person is contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee
a minimum residual value of the leased property to the lessor and the obligations of such person under such lease or related document
to purchase or to cause a third party to purchase such leased property, (d) all obligations of such person (contingent or otherwise)
with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency
hedge, exchange, purchase or similar instrument or agreement, (e) all direct or indirect guaranties or similar agreements by such
person in respect of, and obligations or liabilities (contingent or otherwise) of such person to purchase or otherwise acquire
or otherwise assure a creditor against loss in respect of indebtedness, obligations or liabilities of another person of the kind
described in clauses (a) through (d), (f) any indebtedness or other obligations described in clauses (a) through (e) secured by
any mortgage, pledge, lien or other encumbrance existing on property which is owned or held by such person, regardless of whether
the indebtedness or other obligation secured thereby shall have been assumed by such person and (g) any and all refinancings, replacements,
deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation
or liability of the kind described in clauses (a) through (f).


 


“Indenture”
means this Subordinated Indenture as amended or supplemented from time to time and shall include the form and terms of particular
Series of Securities established as contemplated hereunder.


 


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


“Maturity,”
when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such 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.


 


“Officer”
means the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or
any Assistant Secretary of the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


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


 




    	 	3	 



     


    

 


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


 


“Place of
Payment”, when used with respect to the Securities of or within any Series, means the place or places where the principal
of (and premium, if any) and interest, if any, on such Securities are payable as specified and as contemplated by Section 2.1.


 


“principal”
or “principal amount” of a Security means the principal amount of the Security plus, when appropriate, the premium,
if any, on, and any Additional Amounts in respect of, the Security.


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness
issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any
holder or owner of such Senior Indebtedness acting with the consent of the required persons necessary to bind such holders or owners
of such Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject, in each case, who has direct responsibility for the administration of this Indenture.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Senior Indebtedness”
means the principal, premium, if any, interest, including any interest accruing after bankruptcy, Additional Amounts, if any, and
rent or termination payment on or other amounts due on the Company’s current or future indebtedness, whether created, incurred,
assumed, guaranteed or in effect guaranteed by us, including any deferrals, renewals, extensions, refundings, amendments, modifications
or supplements to the above.  However, Senior Indebtedness does not include: (i) indebtedness that expressly provides
that it shall not be senior in right of payment to the Securities or expressly provides that it is on the same basis or junior
to the Securities; (ii) the Company’s indebtedness to any of the Company’s Subsidiaries; and (iii) the Securities.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2.


 


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


 


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person or a combination thereof.


 




    	 	4	 



     


    

 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent
required by any such amendment, the Trust Indenture Act 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 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
Obligations” means securities which are (a) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (b) obligations 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, and which in the case of clauses (a) and (b) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation evidenced by such depository receipt.


 


Section 1.2           Other
Definitions.


 


	Term	 	Defined in Section
	“Bankruptcy Law”	 	6.1
	“Custodian”	 	6.1
	“Event of Default”	 	6.1
	“Legal Holiday”	 	10.7
	“mandatory sinking fund payment”	 	11.1
	“optional sinking fund payment”	 	11.1
	“Paying Agent”	 	2.4
	“Payment Blockage Notice”	 	12.2
	“Registrar”	 	2.4
	“Service Agent”	 	2.4
	“successor person”	 	5.1


 


Section 1.3           Incorporation
by Reference of Trust Indenture Act.  Whenever this Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following
TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities.


 


“indenture security
holder” means a Securityholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 




    	 	5	 



     


    

 


“obligor”
on the indenture securities means the Company and any successor obligor upon the Securities.


 


All other terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.


 


Section 1.4           Rules
of Construction.  Unless the context otherwise requires:


 


		(a)	a term has the meaning assigned to it;



 


		(b)	an accounting term not otherwise defined has the meaning assigned to it in accordance with generally
accepted accounting principles;



 


		(c)	references to “generally accepted accounting principles” and “GAAP” shall
mean generally accepted accounting principles, consistently applied, in effect as of the time when and for the period as to which
such accounting principles are to be applied;



 


		(d)	“or” is not exclusive;



 


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



 


		(f)	provisions apply to successive events and transactions.



 


Article
II


THE
SECURITIES


 


Section 2.1           Issuable
in Series.  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.  The Securities may be issued in one or more Series.  All
Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted
under a Board Resolution.  In the case of Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted
under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date
or date from which interest shall accrue) are to be determined.  Securities may differ between Series in respect of
any matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture,
but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth
in Article XII, to all Senior Indebtedness of the Company.


 


Section 2.2           Establishment
of Terms of Series of Securities.  At or prior to the issuance of any
Securities within a Series, the following shall be established (as to the Series generally, in the case of Section 2.2(a)
and either as to such Securities within the Series or as to the Series generally, in the case of Sections 2.2(b) through 2.2(q))
by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture
or an Officers’ Certificate:


 


		(a)	the title of the Series (which shall distinguish the Securities of that particular Series from
the Securities of any other Series);



 


		(b)	the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities
of the Series will be issued;



 




    	 	6	 



     


    

 


		(c)	any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);



 


		(d)	the date or dates on which the principal of the Securities of the Series is payable;



 


		(e)	the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used
to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial
index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest
payable on any interest payment date;



 


		(f)	the Place of Payment where the principal of and interest, if any, on the Securities of the Series
shall be payable, where the Securities of such 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 such Series and this Indenture may be served, and the method
of such payment, if by wire transfer, mail or other means;



 


		(g)	if applicable, the period or periods within which, the price or prices at which and the terms and
conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;



 


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



 


		(i)	the dates, if any, on which and the price or prices at which the Securities of the Series will
be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;



 


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



 


		(k)	the forms of the Securities of the Series in bearer or fully registered form (and, if in fully
registered form, whether the Securities will be issuable as Global Securities);



 


		(l)	if other than the entire principal amount thereof, the portion of the principal amount of the Securities
of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;



 


		(m)	the provisions, if any, relating to any lien, security or encumbrance provided for the Securities
of the Series;



 


		(n)	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 6.2;



 




    	 	7	 



     


    

 


		(o)	any addition to or change in the covenants set forth in Article IV or V which applies to Securities
of the Series;



 


		(p)	any other terms of the Securities of the Series (which may modify or delete any provision of this
Indenture insofar as it applies to such Series); and



 


		(q)	any depositories, interest rate calculation agents, exchange rate calculation agents or other agents
with respect to Securities of such Series if other than those appointed herein.



 


All Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to
above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities
of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 


Section 2.3           Execution
and Authentication.


 


Two Officers shall
sign the Securities for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless
be valid.


 


A Security shall not
be valid until authenticated by the manual signature of the Trustee or an authenticating agent.  Such a signature shall
be conclusive evidence that the Security has been authenticated under this Indenture.


 


The Trustee shall at
any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order.  Such Company
Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized
agent or agents, which oral instructions shall be promptly confirmed in writing.  Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal
amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section
2.2, except as provided in Section 2.8.


 


Prior to the issuance
of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities
of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have
the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines
that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to
personal liability to Holders of any then outstanding Series of Securities.


 




    	 	8	 



     


    

 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate of the Company.


 


Section 2.4           Registrar
and Paying Agent.  The Company shall maintain, with respect to each Series
of Securities, at the Place of Payment specified with respect to such Series pursuant to Section 2.2, an office or agency where
Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such
Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands (other than service of process)
to or upon the Company in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”).  The
Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange.  The Company
will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar,
Paying Agent or Service Agent.  If at any time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and 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 (other than service of process).


 


The Company may also
from time to time designate one or more co-registrars, additional paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant
to Section 2.2 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 name or address of any such co-registrar, additional paying agent
or additional service agent.  The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Service Agent” includes any additional service agent.


 


The Company hereby
appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


Section 2.5           Paying
Agent to Hold Money in Trust.  The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders
of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on
the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment.  While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money.  If
the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of Securityholders of any Series of Securities all money held by it as Paying Agent.


 


Section 2.6           Securityholder
Lists.  The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and
shall otherwise comply with TIA Section 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list,
in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each
Series of Securities.


 




    	 	9	 



     


    

 


Section 2.7           Transfer
and Exchange.  Where Securities of a Series are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the
same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.  To
permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request.  No
service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but
the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.6
or 9.6).


 


Neither the Company
nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Securities of that
Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer
of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.


 


Section 2.8           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 make available for delivery 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 (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such
security or satisfactory indemnity as may be required by them to save each of them and any agent of either of them harmless, then,
in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


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


 


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


 


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


 


Section 2.9           Outstanding
Securities.  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the
interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section
as not outstanding.


 




    	 	10	 



     


    

 


If a Security is replaced
pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.


 


If the Paying Agent
(other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to
be outstanding and interest on them ceases to accrue (to the extent of the Maturity of such Security if less than the entire principal
amount is due and payable on such date of Maturity).


 


A Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds the Security.


 


In determining whether
the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2.


 


Section 2.10         Treasury
Securities.  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities
of a Series owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be
protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series
that the Trustee knows are so owned shall be so disregarded.


 


Section 2.11         Temporary
Securities.  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order.  Temporary Securities
shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for
temporary Securities.  Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate
definitive Securities of the same Series and Stated Maturity in exchange for temporary Securities.  Until so exchanged,
temporary Securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12         Cancellation.  All
Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, 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 any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by the Trustee.  The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled
by the Trustee.  If the Company shall so acquire any of the Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to
the Trustee for cancellation.  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.  Cancelled Securities and coupons held
by the Trustee shall be destroyed by the Trustee in accordance with its customary procedures.  The Company by Company
Order may direct the Trustee to deliver a certificate of such destruction to the Company.


 




    	 	11	 



     


    

 


Section 2.13         Defaulted
Interest.  If the Company defaults in a payment of interest on a Series
of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the persons who are Securityholders of the Series on a subsequent special record date.  The Company shall
fix the record date and payment date.  At least 10 days before the record date, the Company shall mail to the Trustee
and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to
be paid.  The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14         Global
Securities.


 


		(a)	Terms of Securities.  A Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form
of one or more Global Securities and the Depository for such Global Security or Securities.



 


		(b)	Transfer and Exchange.  Notwithstanding any provisions to the contrary contained
in Section 2.7 and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 for Securities registered
in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the
Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases
to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository
registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event
of Default with respect to the Securities represented by such Global Security shall have happened and be continuing.  Any
Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such
names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.



 


Except as provided in this Section
2.14(b), a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a
nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


		(c)	Legend.  Any Global Security issued 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 the Depository or a nominee
of the Depository.  This Security is exchangeable for Securities registered in the name of a person other than the Depository
or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the
Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 




    	 	12	 



     


    

 


		(d)	Acts of Holders.  The Depository, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.



 


		(e)	Payments.  Notwithstanding the other provisions of this Indenture, unless otherwise
specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made
to the Holder thereof.



 


		(f)	Consents, Declaration and Directions.  Except as provided in Section 2.14(e),
the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of
such Series represented by a Global Security as shall be specified in a written statement of the Depository with respect to such
Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders
pursuant to this Indenture.



 


Section 2.15         CUSIP
Numbers.  The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as
a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed
only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.


 


Article
III


REDEMPTION


 


Section 3.1           Notice
to Trustee.  The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities.  If
a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all
or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date
and the principal amount of Series of Securities to be redeemed.  The Company shall give the notice at least 45 days
before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section 3.2           Selection
of Securities to be Redeemed.  Unless otherwise indicated for a particular
Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the Securities of any
Series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 45 days prior to the redemption date by the Trustee, from the Outstanding Securities of such Series issued on such
date with the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate,
and, in the case of global Securities, in accordance with the procedures of the depositary; provided that such method complies
with the rules of any national securities exchange or quotation system on which the Securities are listed, and may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that Series or any integral
multiple thereof) of the principal amount of Securities of such Series of a denomination larger than the minimum authorized denomination
for Securities of that Series; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such Series.


 




    	 	13	 



     


    

 


The Trustee shall promptly
notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


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


 


Notwithstanding the
foregoing, if any Security to be redeemed is a Global Security then any partial redemption of that Series of Securities will be
made in accordance with the Depository’s applicable procedures among all Holders of such Series of Securities.


 


Section 3.3           Notice
of Redemption.  Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days
before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are
to be redeemed and, if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper.


 


The notice shall identify
the Securities of the Series to be redeemed and shall state:


 


		(a)	the redemption date;



 


		(b)	the redemption price and accrued interest, if any, to the redemption date payable as provided;



 


		(c)	the name and address of the Paying Agent;



 


		(d)	that Securities of the Series called for redemption must be surrendered to the Paying Agent to
collect the redemption price;



 


		(e)	that interest on Securities of the Series called for redemption ceases to accrue on and after the
redemption date;



 


		(f)	the CUSIP number, if any;



 


		(g)	any conditions precedent that must be satisfied prior to the redemption; and



 


		(h)	any other information as may be required by the terms of the particular Series or the Securities
of a Series being redeemed.



 


At the Company’s
request given at least five Business Days prior to the date such notice is given to Holders, the Trustee shall give the notice of redemption
in the Company’s name and at its expense.


 


Section 3.4           Effect
of Notice of Redemption.  Once notice of redemption is mailed or published
as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at
the redemption price, subject to, with respect to any redemption that is conditioned upon the satisfaction of any conditions precedent,
(i) the delay of such redemption date until such time as any or all of such conditions precedent have been satisfied or (ii) the
revocation of such redemption if the Company determines that such conditions precedent will not be satisfied.  Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to, but excluding, the redemption date;
provided that installments of interest whose Stated Maturity is on or prior to the redemption date shall be


 




    	 	14	 



     


    

 


payable to the Holders
of such Securities (or one or more predecessor Securities) registered at the close of business on the relevant record date therefor
according to their terms and the terms of this Indenture.


 


Section 3.5           Deposit
of Redemption Price.  On or before the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities
to be redeemed on that date.


 


Section 3.6           Securities
Redeemed in Part.  Upon surrender of a Security that is redeemed in part,
the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount
to the unredeemed portion of the Security surrendered.


 


Article
IV


COVENANTS


 


Section 4.1           Payment
of Principal and Interest.  The Company covenants and agrees for the
benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any,
on the Securities of that Series in accordance with the terms of such Securities and this Indenture.


 


Section 4.2           SEC
Reports.  The Company shall deliver to the Trustee within 15 days after
it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act.  The Company also shall comply with the other provisions
of TIA Section 314(a).  Delivery of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).


 


Section 4.3           Compliance
Certificate.  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with
a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have knowledge).


 


The Company will, so
long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes
to take with respect thereto.


 


Section 4.4           Stay,
Extension and Usury Laws.  The Company covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture or the Securities and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, 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 has been enacted.


 




    	 	15	 



     


    

 


Section 4.5           Corporate
Existence.  Subject to Article V, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and the rights (charter and statutory),
licenses and franchises of the Company; provided, however, that the Company shall not be required to preserve any
such right, license 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 its Subsidiaries taken as a whole and that the loss thereof is not adverse in
any material respect to the Holders.


 


Section 4.6           Taxes.  The
Company shall pay prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and by
appropriate proceedings.


 


Article
V


SUCCESSORS


 


Section 5.1           When
Company May Merge, Etc.  The Company shall not consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor
person”), nor shall the Company permit any other person to consolidate with or merge into it or convey, transfer or lease
all or substantially all of its properties and assets to it, in either case unless:


 


		(a)	the Company is the surviving corporation or the successor person (if other than the Company) is
a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s
obligations on the Securities and under this Indenture; and



 


		(b)	immediately after giving effect to the transaction, and treating any indebtedness that becomes
the obligation of the Company or any of its Subsidiaries as having been incurred at the effective date of such transaction no Default
or Event of Default shall have occurred and be continuing.



 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Section 5.2           Successor
Corporation Substituted.  Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1,
the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease,
conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided,
however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall
be released from all obligations and covenants under this Indenture and the Securities.


 


Article
VI


DEFAULTS
AND REMEDIES


 


Section 6.1           Events
of Default.  “Event of Default,” wherever used herein with
respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 




    	 	16	 



     


    

 


		(a)	default in the payment of any interest on any Security of that Series when it becomes due and payable,
and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with
the Trustee or with a Paying Agent prior to the expiration of such period of 30 days);



 


		(b)	default in the payment of principal of any Security of that Series at its Maturity;



 


		(c)	default in the deposit of any sinking fund payment, when and as due in respect of any Security
of that Series;



 


		(d)	default in the performance or breach of any covenant or warranty of the Company in this Indenture
(other than a covenant or warranty for which the consequences of nonperformance or breach are addressed elsewhere in this Section
6.1 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities
other than that Series), which default or breach continues uncured or unwaived in accordance with the provisions of this Indenture
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 the Trustee by the Holders of not less than 25.0% 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;



 


		(e)	the Company pursuant to or within the meaning of any Bankruptcy Law:



 


		i.	commences a voluntary case,



 


		ii.	consents to the entry of an order for relief against it in an involuntary case,



 


		iii.	consents to the appointment of a Custodian of it or for all or substantially all of its property,



 


		iv.	makes a general assignment for the benefit of its creditors, or



 


		v.	generally is unable to pay its debts as the same become due; or



 


		(f)	a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



 


		i.	is for relief against the Company in an involuntary case,



 


		ii.	appoints a Custodian of the Company or for all or substantially all of its property, or



 


		iii.	orders the liquidation of the Company, and the order or decree remains unstayed and in effect for
60 days; or



 


		(g)	any other Event of Default provided with respect to Securities of that Series, which is specified
in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2(n).



 




    	 	17	 



     


    

 


The term “Bankruptcy
Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.2           Acceleration
of Maturity; Rescission and Annulment.  Except to the extent provided
otherwise in the establishing Board Resolution, supplemental indenture or Officers’ Certificate for such Series, if an Event
of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(e) or 6.1(f)), then in every such case the Trustee or the Holders of not less than 25.0% in aggregate
principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or portion
thereof) and accrued and unpaid interest, if any, shall become immediately due and payable.  If an Event of Default
specified in Section 6.1(e) or 6.1(f) shall occur, the principal amount (or portion thereof) of and accrued and unpaid interest,
if any, on all outstanding Securities shall automatically become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


 


At any time after such
a declaration of acceleration with respect to 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 all Events of Default with respect to Securities of that Series, other than the non-payment of the principal
and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.13.


 


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


 


Section 6.3           Collection
of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants
that if:


 


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



 


		(b)	default is made in the payment of principal of any Security at the Maturity thereof, or



 


		(c)	default is made in the deposit of any sinking fund payment when and as due by the terms of a Security,



 


then, the Company will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and 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 the Company fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed


 




    	 	18	 



     


    

 


to be payable in the
manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


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


 


Section 6.4           Trustee
may File Proofs of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and
prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and
to distribute the same, and any 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 under Section 7.7.


 


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


 


Section 6.5           Trustee
may Enforce Claims Without Possession of Securities.  All rights of action
and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any
of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section 6.6           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 interest, upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:


 


First: To the payment
of all amounts due the Trustee under Section 7.7; and


 


Second: To the payment
of the amounts then due and unpaid for principal of 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 interest, respectively; and


 




    	 	19	 



     


    

 


Third: To the Company.


 


Section 6.7           Limitation
on Suits.  No Holder of any Security of any Series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:


 


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



 


		(b)	the Holders of not less than 25.0% 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;



 


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



 


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



 


		(e)	no direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in 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 such Holders.


 


Section 6.8           Unconditional
Right of Holders to Receive Principal 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 interest, if any, on such Security on the Stated Maturity or 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 6.9           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.


 


Section 6.10         Rights
and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, 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


 




    	 	20	 



     


    

 


not, to the extent permitted
by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11         Delay
or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


Section 6.12         Control
by Holders.  The Holders of a majority in principal amount of the outstanding
Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series;
provided that:


 


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



 


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



 


		(c)	subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow
any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.



 


Section 6.13         Waiver
of Past Defaults.  The Holders of not less than a majority in principal
amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any
past Default hereunder with respect to such Series and its consequences, except a Default (a) in the payment of the principal
of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount
of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default
that resulted from such acceleration) or (b) in respect of a covenant or provision hereof which 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 6.14         Undertaking
for Costs.  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of
any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any
Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the
redemption date).


 




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Article
VII


TRUSTEE


 


Section 7.1           Duties
of Trustee.


 


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



 


		(b)	Except during the continuance of an Event of Default:



 


		i.	The Trustee need perform only those duties that are specifically set forth in this Indenture and
no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee.  The Trustee
shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights
or powers.  The Trustee is not required to give any bond or surety with respect to the performance of its duties or the
exercise of its powers under this Indenture.  The permissive right of the Trustee to take the actions permitted by this
Indenture shall not be construed as an obligation or duty to do so.



 


		ii.	In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel
furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’
Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the
requirements of this Indenture.



 


		(c)	The Trustee may not be relieved from liability for its own negligent action, its own negligent
failure to act, its own bad faith or its own willful misconduct, except that:



 


		i.	This paragraph does not limit the effect of paragraph (b) of this Section.



 


		ii.	The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.



 


		iii.	The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken
by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal
amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such Series.



 


		(d)	Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (g) of this Section.



 




    	 	22	 



     


    

 


		(e)	The Trustee may refuse to perform any duty or exercise any right or power at the request or direction
of any Holder unless it receives security or indemnity satisfactory to it against any loss, liability or expense.



 


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



 


		(g)	No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur
any financial liability in the performance of any of its duties, 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 satisfactory indemnity against such risk is not assured to
it.



 


		(h)	The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections,
immunities and standard of care as are set forth in paragraphs (b) and (c) of this Section with respect to the Trustee.



 


Section 7.2           Rights
of Trustee.


 


		(a)	The Trustee may rely on and shall be protected in acting or refraining from acting upon any document
believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate
any fact or matter stated in the document.



 


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



 


		(c)	The Trustee may act through agents and shall not be responsible for the misconduct or negligence
of any agent appointed with due care.  No Depository shall be deemed an agent of the Trustee and the Trustee shall not
be responsible for any act or omission by any Depository.



 


		(d)	The Trustee shall not be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence
or willful misconduct.



 


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



 


		(f)	The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder
without negligence and in good faith and in reliance thereon.



 


		(g)	The Trustee may conclusively rely upon and 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



 




    	 	23	 



     


    

 


indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.


 


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



 


		(i)	Delivery of reports, information and documents (including, without limitation, reports contemplated
in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute
actual or constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee
is entitled to rely exclusively on Officers’ Certificates.



 


		(j)	The Trustee shall have no responsibility for monitoring the Company’s compliance with any
of its covenants under this Indenture.



 


		(k)	The Trustee shall not be responsible or liable for punitive, special, indirect, 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 actions.



 


		(l)	Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture
shall not be construed as a duty.



 


		(m)	The Trustee shall not be responsible or liable for any failure or delay in the performance of its
obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage;
epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents;
labor disputes; and acts of civil or military authorities and governmental action.



 


		(n)	The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.



 


Section 7.3           Individual
Rights of Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  The Trustee
is also subject to Sections 7.10 and 7.11.


 


Section 7.4           Trustee’s
Disclaimer.  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the
Securities, and it shall not be responsible for any statement in the Securities other than its authentication.


 


Section 7.5           Notice
of Defaults.  If a Default or Event of Default occurs and is continuing
with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail
to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion
in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible
Officer of the Trustee has knowledge of such


 




    	 	24	 



     


    

 


Default or Event of Default.  Except
in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee
may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests
of Securityholders of that Series.


 


Section 7.6           Reports
by Trustee to Holders.  Within 60 days after September 15 in each year, the
Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar
and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such September 15, in
accordance with, and to the extent required under, TIA Section 313.


 


A copy of each report
at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange, if any, on which
the Securities of that Series are listed.  The Company shall promptly notify the Trustee when Securities of any Series
are listed on any stock exchange.


 


Section 7.7           Compensation
and Indemnity.  The Company shall pay to the Trustee from time to time
compensation for its services as the Company and the Trustee shall from time to time agree upon in writing.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse
the Trustee upon request for all reasonable expenses incurred by it.  Such expenses shall include the
reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify
each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability, claim (including
any between the parties to this Indenture), suit or expense, including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  The
Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The
Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.  This
indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.


 


The Company need not
reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee to the extent of its negligence or willful misconduct.


 


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


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.1(e) or 6.1(f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


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


 


Section 7.8           Replacement
of Trustee.  A resignation or removal of the Trustee and appointment
of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in
this Section.


 


The Trustee may resign
with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed
resignation.  The Holders of a majority in


 




    	 	25	 



     


    

 


principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company.  The
Company may remove the Trustee with respect to Securities of one or more Series if:


 


		(a)	the Trustee fails to comply with Section 7.10;



 


		(b)	the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect
to the Trustee under any Bankruptcy Law;



 


		(c)	a Custodian or public officer takes charge of the Trustee or its property; or



 


		(d)	the Trustee becomes incapable of acting.



 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within
one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities
may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


If a successor Trustee
with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of
the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided
for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its succession to each Securityholder of each such
Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement.


 


Section 7.9           Successor
Trustee by Merger, Etc.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another person, the successor person
without any further act shall be the successor Trustee.


 


Section 7.10         Eligibility;
Disqualification.  This Indenture shall always have a Trustee who satisfies
the requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall always have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.  The Trustee
shall comply with TIA Section 310(b).


 


Section 7.11         Referential
Collection of Claims Against Company.  The Trustee is subject to TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.


 




    	 	26	 



     


    

 


Article
VIII


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


Section 8.1           Satisfaction
and Discharge of Indenture.  This Indenture shall upon Company Order
cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


		(a)	either:



 


		i.	all Securities theretofore authenticated and delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or



 


		ii.	all such Securities not theretofore delivered to the Trustee for cancellation



 


(1)         have
become due and payable, or


 


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


 


(3)         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; or


 


(4)         are
deemed paid and discharged pursuant to Section 8.3, as applicable;


 


and the Company, in the case
of clauses (1), (2) and (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust
an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become
due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 


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



 


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



 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2
and 8.5 shall survive.


 


Section 8.2           Application
of Trust Funds; Indemnification.


 


		(a)	Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section
8.1, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received
by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be



 




    	 	27	 



     


    

 


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 (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled
thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make
mandatory sinking fund payments or analogous payments as contemplated by Section 8.3 or 8.4.


 


		(b)	The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against U.S. Government Obligations deposited pursuant to Section 8.3 or 8.4 or the interest and principal received
in respect of such obligations other than any payable by or on behalf of Holders.



 


		(c)	The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S.
Government Obligations or money held by it as provided in Section 8.3 or 8.4 which, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in
excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government
Obligations or money were deposited or received.  This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.



 


Section 8.3           Legal
Defeasance of Securities of any Series.  Unless this Section 8.3 is otherwise
specified, pursuant to Section 2.2(p), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the outstanding Securities of any Series on the 90th day after the date of the deposit
referred to in subparagraph (c) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of
such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:


 


		(a)	the rights of Holders of Securities of such Series to receive, from the trust funds described in
subparagraph (c) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities
of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory
sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance
with the terms of this Indenture and the Securities of such Series;



 


		(b)	the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and



 


		(c)	the rights, powers, trust and immunities of the Trustee hereunder; provided that, the following
conditions shall have been satisfied:



 


		i.	the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section
8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security
for and dedicated solely to the benefit of the Holders of such Securities, cash in Dollars and/or U.S. Government Obligations,
which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a regionally recognized firm of



 




    	 	28	 



     


    

 


independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment
of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series
on the dates such installments of interest or principal and such sinking fund payments are due;


 


		ii.	such deposit will not result in a breach or violation of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is a party or by which it is bound;



 


		iii.	no Default or Event of Default with respect to the Securities of such Series shall have occurred
and be continuing on the date of such deposit or during the period ending on the 90th day after such date;



 


		iv.	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel to the effect 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 execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series
will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case
if such deposit, defeasance and discharge had not occurred;



 


		v.	the Company shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and



 


		vi.	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been
complied with.



 


Section 8.4           Covenant
Defeasance.  Unless this Section 8.4 is otherwise specified pursuant
to Section 2.2(p) to be inapplicable to Securities of any Series, on and after the 90th day after the date of the deposit referred
to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision
or condition set forth under Sections 4.2, 4.3, 4.4, 4.6, and 5.1 as well as any additional covenants specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section
2.2(p) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such
Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities
or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2(n) and designated as an Event of Default
shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series; provided that
the following conditions shall have been satisfied:


 


		(a)	With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited
(except as provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, cash in Dollars and/or



 




    	 	29	 



     


    

 


U.S. Government
Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due
date of any payment of money, an amount in cash, sufficient, in the opinion of a regionally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment
of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on
the dates such installments of interest or principal and such sinking fund payments are due;


 


		(b)	Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is a party or by which it is bound;



 


		(c)	No Default or Event of Default with respect to the Securities of such Series shall have occurred
and be continuing on the date of such deposit or during the period ending on the 90th day after such date;



 


		(d)	The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit
and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such deposit and covenant defeasance had not occurred; and



 


		(e)	The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this
Section have been complied with.



 


Section 8.5           Repayment
to Company.  The Trustee and the Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal and interest that remains unclaimed for six months.  After
that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.


 


Article
IX


AMENDMENTS
AND WAIVERS


 


Section 9.1           Without
Consent of Holders.  The Company and the Trustee may amend or supplement
this Indenture or the Securities of one or more Series without the consent of any Securityholder by indentures supplemental hereto:


 


		(a)	to cure any ambiguity, defect or inconsistency;



 


		(b)	to comply with Article V;



 


		(c)	to evidence the succession of another corporation to the Company, or successive successions, pursuant
to Article XI, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein
and in the Securities;



 


		(d)	to add to the covenants of the Company such further covenants, restrictions, conditions or provisions
as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or
the occurrence and continuance, of a default in



 




    	 	30	 



     


    

 


any of such additional
covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental
indenture may provide;


 


		(e)	to add to or change any of the provisions of this Indenture to provide that Bearer Securities may
be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest
on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities
to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities
in uncertificated form; provided that any such action shall not adversely affect the interests of the holders of Securities
of any Series or any related coupons in any material respect;



 


		(f)	to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary
to effect the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted, and to add
to this Indenture such other provisions as may be expressly permitted by the TIA, excluding however, the provisions referred to
in Section 316(a)(2) of the TIA or any corresponding provision in any similar federal statute hereafter enacted;



 


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



 


		(h)	to modify, eliminate or add to any of the provisions of this Indenture; provided that any
such change or elimination (i) shall become effective only when there is no Security of any Series Outstanding and created prior
to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any
Security Outstanding;



 


		(i)	to provide for uncertificated Securities in addition to or in place of certificated Securities;



 


		(j)	to make any change that does not adversely affect the rights of any Securityholder;



 


		(k)	to provide for the issuance of and establish the form and terms and conditions of Securities of
any Series as permitted by this Indenture;



 


		(l)	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; or



 


		(m)	to comply with requirements of the SEC in order to effect or maintain the qualification of this
Indenture under the TIA.



 


Section 9.2           With
Consent of Holders.  The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of
each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange
offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this


 




    	 	31	 



     


    

 


Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Securityholders of each such Series.  Except as provided in
Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the
Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may
waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the substance thereof.  After a supplemental
indenture or waiver under this Section becomes effective, the Company shall mail to the Holders of Securities affected thereby
and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly
describing the supplemental indenture or waiver.  Any failure by the Company to mail or publish such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.3           Limitations.  Without
the consent of each Securityholder affected, an amendment or waiver may not:


 


		(a)	reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;



 


		(b)	reduce the rate of or extend the time for payment of interest (including default interest) on any
Security;



 


		(c)	reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or
postpone the date fixed for, the payment of any sinking fund or analogous obligation;



 


		(d)	reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;



 


		(e)	waive a Default or Event of Default in the payment of the principal of or interest, if any, on
any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal
amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);



 


		(f)	make the principal of or interest, if any, on any Security payable in any currency other than that
stated in the Security;



 


		(g)	make any change in Section 6.8, 6.13, or 9.3 (this sentence); or



 


		(h)	waive a redemption payment with respect to any Security.



 


Section 9.4           Compliance
with Trust Indenture Act.  Every amendment to this Indenture or the Securities
of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.5           Revocation
and Effect of Consents.  Until an amendment is set forth in a supplemental
indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke
the consent as to his Security


 




    	 	32	 



     


    

 


or portion of a Security
if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective.


 


Any amendment or waiver
once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3.  In that case, the amendment or waiver shall bind each Holder
of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security.


 


Section 9.6           Notation
on or Exchange of Securities.  The Trustee may place an appropriate notation
about an amendment or waiver on any Security of any Series thereafter authenticated.  The Company in exchange for Securities
of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment
or waiver.


 


Section 9.7           Trustee
Protected.  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 7.1) shall be fully protected in relying upon, an Officers’
Certificate and Opinion of Counsel stating that all conditions precedent have been satisfied, the execution of such supplemental
indenture is authorized or permitted by this Indenture and that such supplemental indenture is the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.  The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture that adversely affects it.


 


Article
X


MISCELLANEOUS


 


Section 10.1         Trust
Indenture Act Controls.  If any provision of this Indenture limits, qualifies,
or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or
deemed provision shall control.


 


Section 10.2         Notices.  Any
notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given
if in writing and delivered in person or mailed by first-class mail:


 


	if to the Company:
	 
	Southside Bancshares, Inc.
	1201 S. Beckham Avenue	 
	Tyler, Texas 75701	 
	Attention: Lee Gibson, President
	Telephone: (903) 531-7111
	 
	if to the Trustee:
	 	 
	Wilmington Trust, National Association
	Rodney Square North	 
	1100 North Market Street	 
	Wilmington, Delaware 19890	 
	Attention: Southside Bancshares, Inc. Administrator
	Telephone: (302) 636-6398


 




    	 	33	 



     


    

 


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


 


Any notice or communication
to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if any
Bearer Securities are outstanding, published in an Authorized Newspaper.  Failure to mail a notice or communication to
a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that
or any other Series.


 


If a notice or communication
is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder
receives it.


 


If the Company mails
a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.  Notwithstanding
any other provision of the Indenture or any Security, where the Indenture or any Security provides for notice of any event or any
other communication (including any notice of redemption or repurchase) to a Securityholder of a Security (whether by mail or otherwise),
such notice shall be sufficiently given if given to Depository (or its designee) pursuant to the applicable procedures from Depository
or its designee, including by electronic mail in accordance with accepted practices at Depository.


 


Section 10.3         Communication
by Holders with Other Holders.  Securityholders of any Series may communicate
pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to their rights under
this Indenture or the Securities of that Series or all Series.  The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).


 


Section 10.4         Certificate
and Opinion as to Conditions Precedent.  Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


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



 


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



 


Section 10.5         Statements
Required in Certificate or Opinion.  Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant
to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:


 


		(a)	a statement that the person making such certificate or opinion has read such covenant or condition;



 


		(b)	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;



 


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



 




    	 	34	 



     


    

 


		(d)	a statement as to whether or not, in the opinion of such person, such condition or covenant has
been complied with.



 


Section 10.6         Rules
by Trustee and Agents.  The Trustee may make reasonable rules for action
by, or a meeting of, Securityholders of one or more Series.  Any Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section 10.7         Legal
Holidays.  Unless otherwise provided by Board Resolution, Officers’
Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business
Day.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


Section 10.8         No
Recourse Against Others.  A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation.  Each Securityholder by
accepting a Security waives and releases all such liability.  The waiver and release are part of the consideration for
the issue of the Securities.


 


Section 10.9         Counterparts.  This
Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture
and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf”
or “.tif”) shall be deemed to be their original signatures for all purposes.


 


Section 10.10         Governing
Laws.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section 10.11         No
Adverse Interpretation of Other Agreements.  This Indenture may not be
used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12         Successors.  All
agreements of the Company in this Indenture and the Securities shall bind its successor.  All agreements of the Trustee
in this Indenture shall bind its successor.


 


Section 10.13         Severability.  In
case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.14         Table
of Contents, Headings, Etc.  The Table of Contents, Cross-Reference Table,
and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Article
XI


SINKING
FUNDS


 


Section 11.1         Applicability
of Article.  The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security
of such Series issued pursuant to this Indenture.


 




    	 	35	 



     


    

 


The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory
sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as
an “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.2.  Each sinking fund payment shall be applied
to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


 


Section 11.2         Satisfaction
of Sinking Fund Payments with Securities.  The Company may, in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of
such Securities (a) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than
any of such Securities previously called for mandatory sinking fund redemption) and (b) apply as credit Securities of such Series
to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election
of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited.  Such Securities shall be received by the Trustee,
together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee
begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.  If as a result of the delivery or credit of Securities in lieu of cash payments pursuant
to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of
a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment; provided, however, that the Trustee or such Paying Agent shall from time
to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid
principal amount equal to the cash payment required to be released to the Company.


 


Section 11.3         Redemption
of Securities for Sinking Fund.  Not less than 45 days (unless otherwise
indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in respect of a particular Series of
Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of
that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay
the amount therein specified.  Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
3.2 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 3.3.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.4, 3.5 and 3.6.


 


Article
XII


SUBORDINATION
OF SECURITIES


 


Section 12.1         Agreement
of Subordination.  The Company covenants and agrees, and each Holder
of Securities issued hereunder by accepting a Security likewise covenants and agrees, that all


 




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Securities shall be issued
subject to the provisions of this Article XII; and each Person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees to be bound by such provisions.


 


The payment of the
principal of and interest on all Securities (including, but not limited to, the redemption price with respect to the Securities
called for redemption in accordance with Article III as provided in the Indenture) issued hereunder shall, to the extent and in
the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.


 


No provision of this
Article XII shall prevent the occurrence of any Default or Event of Default hereunder.


 


Section 12.2         Payments
to Holders.  Except as otherwise provided in a supplemental indenture,
no payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption
price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture),
except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if:


 


		(a)	a default in the payment of principal, premium, interest, rent or other obligations due on any
Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the
event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such
Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or



 


		(b)	a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing
that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of
the default (a “Payment Blockage Notice”) from a Representative or the Company.



 


If the Trustee receives
any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior
Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have
come due have been paid in full in cash.  No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The Company may and
shall resume payments on and distributions in respect of the Securities upon the earlier of:


 


		(1)	the date upon which the default is cured or waived or ceases to exist, or



 


		(2)	in the case of a default referred to in clause (b) above, 179 days pass after notice is received
if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the
payment or distribution at the time of such payment or distribution.



 


Upon any payment by
the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or


 




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liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders
of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory
to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities
(except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings
for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities
or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by
the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as
otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders
of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness,
before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee.


 


For purposes of this
Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment,
the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the
payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed
by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness
(other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of
such holders, altered by such reorganization or readjustment.  The consolidation of the Company with, or the merger of
the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V.


 


In the event of the
acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder
of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments
and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness
has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded
in accordance with the terms of this Indenture.  If payment of the Securities is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from
the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this
Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit
have been terminated or expired.


 




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In the event that,
notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall
be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms
in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory
to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders
of such Senior Indebtedness.


 


Nothing in this Section
12.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7.  This Section 12.2 shall
be subject to the further provisions of Section 12.5.


 


Section 12.3         Subrogation
of Securities.  Subject to the payment in full of all Senior Indebtedness,
the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders
of such Senior Indebtedness pursuant to the provisions of this Article XII (equally and ratably with the holders of all indebtedness
of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent
as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until
the principal and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this Article XII, and no payment over pursuant to the provisions
of this Article XII, to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be
deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property
or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this Article XII,
which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or
for the account of the Securities.  It is understood that the provisions of this Article XII are and are intended solely
for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.


 


Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.


 


Upon any payment or
distribution of assets of the Company referred to in this Article XII, the Trustee, subject to the provisions of Section 7.1, and
the Holders of the Securities shall be entitled to rely


 




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upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment
or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon and all other facts pertinent thereto or to this Article XII.


 


Section 12.4         Authorization
to Effect Subordination.  Each Holder of a Security by the holder’s
acceptance thereof authorizes and directs the Trustee on the holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XII and appoints the Trustee to act as the holder’s
attorney-in-fact for any and all such purposes.  If the Trustee does not file a proper proof of claim or proof of debt
in the form required in any proceeding referred to in Section 6.3 hereof at least 30 days before the expiration of the time to
file such claim, the holders of any Senior Indebtedness or their representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Securities.


 


Section 12.5         Notice
to Trustee.  The Company shall give prompt written notice in the form
of an Officers’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company
which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities
pursuant to the provisions of this Article XII.  Notwithstanding the provisions of this Article XII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article XII, unless
and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the
Company (in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from
any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1,
shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business
Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation,
the payment of the principal of, or premium, if any, or interest on any Security) the Trustee shall not have received, with respect
to such monies, the notice provided for in this Section 12.5, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.


 


Notwithstanding anything
in this Article XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Section 8.1, and any such payment shall not be subject to the provisions of Section 12.1 or 12.2.


 


The Trustee, subject
to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a
person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders.  In
the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as
a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent
to the rights of such person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to
such person pending judicial determination as to the right of such person to receive such payment.


 




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Section 12.6         Trustee’s
Relation to Senior Indebtedness.  The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in Section 7.11 or elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.  Nothing in this Article XII shall apply to the Company’s
obligations to the Trustee under Section 7.7.


 


With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and, subject to the provisions of Section 7.1, the Trustee shall not be liable to any holder
of Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the Company or any other person money or assets
to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise.


 


Section 12.7         No
Impairment of Subordination.  No right of any present or future holder
of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.


 


Section 12.8         Article
Applicable to Paying Agents.  If at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this
Article shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of
the Trustee; provided, however, that the first paragraph of Section 12.5 shall not apply to the Company or any Affiliate
of the Company if it or such Affiliate acts as Paying Agent.


 


Section 12.9         Senior
Indebtedness Entitled to Rely.  The holders of Senior Indebtedness (including,
without limitation, Designated Senior Indebtedness) shall have the right to rely upon this Article XII, and no amendment
or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed
in writing thereto.


 





 




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


 


	 	SOUTHSIDE BANCSHARES, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL
	 	ASSOCIATION, as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




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