Exhibit 4.1


 


Execution Copy


CUSTOMERS BANCORP, INC.


SUBORDINATED INDENTURE


DATED AS OF


DECEMBER 9, 2019


WILMINGTON TRUST, NATIONAL ASSOCIATION


as


TRUSTEE


 


 


 




    


     


    




TABLE OF CONTENTS 


 


	 	 	 	Page
	ARTICLE I	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 	 	 
	Section 1.1	 	Definitions	1
	Section 1.2	 	Other Definitions	4
	Section 1.3	 	Incorporation by Reference of Trust Indenture Act	4
	Section 1.4	 	Rules of Construction	5
	 	 	 	 
	ARTICLE II	 	THE SECURITIES	 
	 	 	 	 
	Section 2.1	 	Issuable in Series	5
	Section 2.2	 	Establishment of Terms of Series of Securities	5
	Section 2.3	 	Execution and Authentication	7
	Section 2.4	 	Registrar and Paying Agent	7
	Section 2.5	 	Paying Agent to Hold Money in Trust	8
	Section 2.6	 	Securityholder Lists	8
	Section 2.7	 	Transfer and Exchange	8
	Section 2.8	 	Mutilated, Destroyed, Lost and Stolen Securities	8
	Section 2.9	 	Outstanding Securities	9
	Section 2.10	 	Treasury Securities	9
	Section 2.11	 	Temporary Securities	10
	Section 2.12	 	Cancellation	10
	Section 2.13	 	Defaulted Interest	10
	Section 2.14	 	Global Securities	 
	 	 	 	 
	ARTICLE III	 	REDEMPTION	 
	 	 	 	 
	Section 3.1	 	Notice to Trustee	11
	Section 3.2	 	Selection of Securities to be Redeemed	11
	Section 3.3	 	Notice of Redemption	11
	Section 3.4	 	Effect of Notice of Redemption	12
	Section 3.5	 	Deposit of Redemption Price	12
	Section 3.6	 	Securities Redeemed in Part	12
	 	 	 	 
	ARTICLE IV	 	COVENANTS	 
	 	 	 	 
	Section 4.1	 	Payment of Principal and Interest	12
	Section 4.2	 	SEC Reports	13
	Section 4.3	 	Compliance Certificate	13
	Section 4.4	 	Stay, Extension and Usury Laws	13
	Section 4.5	 	Corporate Existence	13
	Section 4.6	 	Taxes	13
	Section 4.7	 	Maintenance of Properties	14
	Section 4.8	 	Maintenance of Insurance	14
	 	 	 	 
	ARTICLE V	 	SUCCESSORS	 
	 	 	 	 
	Section 5.1	 	Company May Consolidate or Merge on Certain Terms	14
	Section 5.2	 	Company Successor to be Substituted	14
	 	 	 	 


 


 



    i 


     


    








 






TABLE OF CONTENTS


(continued)


 


	ARTICLE VI	 	DEFAULTS AND REMEDIES	 
	 	 	 	 
	Section 6.1	 	Events of Default	15
	Section 6.2	 	Acceleration	15
	Section 6.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	15
	Section 6.4	 	Trustee May File Proofs of Claim	17
	Section 6.5	 	Trustee May Enforce Claims Without Possession of Securities	17
	Section 6.6	 	Application of Money Collected	17
	Section 6.7	 	Limitation on Suits	18
	Section 6.8	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	18
	Section 6.9	 	Restoration of Rights and Remedies	18
	Section 6.10	 	Rights and Remedies Cumulative	18
	Section 6.11	 	Delay or Omission Not Waiver	19
	Section 6.12	 	Control by Holders	19
	Section 6.13	 	Waiver of Past Defaults	19
	Section 6.14	 	Undertaking for Costs	19
	 	 	 	 
	ARTICLE VII	 	TRUSTEE	 
	 	 	 	 
	Section 7.1	 	Duties of Trustee	20
	Section 7.2	 	Rights of Trustee	21
	Section 7.3	 	Individual Rights of Trustee	22
	Section 7.4	 	Trustee’s Disclaimer	22
	Section 7.5	 	Notice of Defaults	22
	Section 7.6	 	Reports by Trustee to Holders	23
	Section 7.7	 	Compensation and Indemnity	23
	Section 7.8	 	Replacement of Trustee	23
	Section 7.9	 	Successor Trustee by Merger, etc.	24
	Section 7.10	 	Eligibility; Disqualification	24
	Section 7.11	 	Preferential Collection of Claims Against Company	24
	 	 	 	 
	ARTICLE VIII	 	SATISFACTION AND DISCHARGE; DEFEASANCE	 
	 	 	 	 
	Section 8.1	 	Satisfaction and Discharge of Indenture	25
	Section 8.2	 	Application of Trust Funds; Indemnification	25
	Section 8.3	 	Legal Defeasance of Securities of any Series	26
	Section 8.4	 	Covenant Defeasance	27
	Section 8.5	 	Repayment to Company	28
	Section 8.6	 	Reinstatement	28
	 	 	 	 
	ARTICLE IX	 	AMENDMENTS AND WAIVERS	 
	 	 	 	 
	Section 9.1	 	Without Consent of Holders	28
	Section 9.2	 	With Consent of Holders	29
	Section 9.3	 	Limitations	29
	Section 9.4	 	Compliance with Trust Indenture Act	29
	Section 9.5	 	Revocation and Effect of Consents	29
	Section 9.6	 	Notation on or Exchange of Securities	30
	Section 9.7	 	Trustee Protected	30
	 	 	 	 


 







 



    ii 


     


    








TABLE OF CONTENTS


(continued)


 





	ARTICLE X	 	MISCELLANEOUS	 
	 	 	 	 
	Section 10.1	 	Trust Indenture Act Controls	30
	Section 10.2	 	Notices	30
	Section 10.3	 	Communication by Holders with Other Holders	31
	Section 10.4	 	Certificate and Opinion as to Conditions Precedent	31
	Section 10.5	 	Statements Required in Certificate or Opinion	31
	Section 10.6	 	Rules by Trustee and Agents	31
	Section 10.7	 	Legal Holidays	31
	Section 10.8	 	No Recourse Against Others	32
	Section 10.9	 	Counterparts	32
	Section 10.10	 	Governing Law; Waiver of Jury Trial	32
	Section 10.11	 	No Adverse Interpretation of Other Agreements	32
	Section 10.12	 	Successors	32
	Section 10.13	 	Severability	32
	Section 10.14	 	Table of Contents, Headings, Etc.	32
	Section 10.15	 	Entire Agreement	32
	 	 	 	 
	ARTICLE XI	 	SINKING FUNDS	 
	 	 	 	 
	Section 11.1	 	Applicability of Article	33
	Section 11.2	 	Satisfaction of Sinking Fund Payments with Securities	33
	Section 11.3	 	Redemption of Securities for Sinking Fund	33
	 	 	 	 
	ARTICLE XII	 	SUBORDINATION OF SECURITIES	 
	 	 	 	 
	Section 12.1	 	Securities Subordinated to Senior Indebtedness	34
	Section 12.2	 	Right of Trustee to Hold Senior Indebtedness	34
	Section 12.3	 	Subordination Not to Prevent Events of Default	34
	Section 12.4	 	No Fiduciary Duty of Trustee to Holders of Senior Debt	34
	Section 12.5	 	Article Applicable to Paying Agent	34
	 	 	 	 




    iii 


     


    





CUSTOMERS BANCORP, INC. 


Reconciliation and tie between Trust
Indenture Act of 1939


and Subordinated Indenture, dated as of December
9, 2019


 


	 	 	 
	Section 310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	7.10
	(b)	 	7.10
	Section 311(a)	 	7.11
	(b)	 	7.11
	(c)	 	Not Applicable
	Section 312(a)	 	2.6
	(b)	 	10.3
	(c)	 	10.3
	Section 313(a)	 	7.6
	(b)(2)	 	7.6
	(c)	 	7.6.10.2
	(d)	 	7.6
	Section 314(a)	 	4.2, 4.3, 10.5
	(b)	 	Not Applicable
	(c)(1)	 	10.4
	(c)(2)	 	10.4
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	10.5
	(f)	 	Not Applicable
	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


 



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








    iv 


     


    

THIS SUBORDINATED INDENTURE (hereinafter called the “Indenture”),
dated as of December 9, 2019 between Customers Bancorp, Inc. a Pennsylvania corporation (hereinafter called the “Company”),
and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United
States as trustee (hereinafter called 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 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.


“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 or a day in the City of New York, New York, the City of Wilmington, Delaware or a place of payment on which banking institutions
or trust companies are authorized or required by law, regulation or executive order to remain closed.


“Capital Stock” means: (a) in the case of
a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership interests; and (d) any other interest or participation
that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities
include any right of participation with Capital Stock.


“Company” means the party named as the “Company”
in the first paragraph of this instrument 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, Chief Financial Officer, a 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
of execution of this Indenture, is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: Customers Bancorp,
Inc. Administrator.






    1 


     


    

 


“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.


 


“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 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
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.


“General Obligations” means all of the Company’s
obligations to pay Claims of general creditors, other than obligations on the debentures and our indebtedness for money borrowed
ranking equally or subordinate to the debentures. Notwithstanding the foregoing, if the Federal Reserve (or other competent regulatory
agency or authority) promulgates any rule or issues any interpretation that defines general creditor(s) the main purpose of which
is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital,
then the term “General Obligations” will mean obligations to general creditors as described in that rule or interpretation.


“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.


“Holder” or “Securityholder” means
a person in whose name a Security is registered on the register maintained by the Registrar.


“Indenture” means this 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.


“Material Subsidiary” means Customers Bank or
any successor thereof or any subsidiary of the Company that is a depository institution and that has consolidated assets equal
to 30% or more of the Company’s consolidated assets.


“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,
notice of option to elect repayment or otherwise.


“Officer” means the Chief Executive Officer, the
Chief Financial 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 acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.






    2 


     


    

 


“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.


“principal” of a Security means the principal
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 within the Corporate Trust Administration department in the Corporate Trust Office, having direct responsibility for the
administration of this Indenture, and also, means, with respect to a particular corporate trust matter, any other officer of such
Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular
subject.


“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” shall mean principal of
(and premium, if any) and interest, if any, on, and any other payment due pursuant to, any of the following:


(a) the Company’s obligations for
money borrowed;


(b) indebtedness evidenced by bonds, debentures,
notes or similar instruments;


(c) similar obligations arising from off-balance
sheet guarantees and direct credit substitutes;


(d) reimbursement obligations with respect
to letters of credit, bankers’ acceptances or similar facilities;


(e) obligations issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business);


(f) capital and operating lease obligations;


(g) obligations associated with derivative
products including but not limited to securities contracts, foreign currency exchange contracts, swap agreements (including interest
rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments;


(h) debt of others described in the preceding
clauses that the Company has guaranteed or for which the Company is otherwise liable;


(i) any deferrals, renewals or extensions
of Senior Indebtedness; and


(j) General Obligations.


unless, in any case, in the instrument
creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is expressly provided
that such indebtedness or obligation is not superior in right of payment to the Securities or to other debt that is pari passu
with or subordinate to the Securities; and, provided, however, that “Senior Indebtedness” shall not include
(i) indebtedness owed by the Company to any Subsidiary of the Company or (ii) any indebtedness the terms of which expressly provide
that such indebtedness ranks equally with, or junior to, the Securities or to other debt that is equal with or junior to such Securities,
including guarantees of such indebtedness.






    3 


     


    

 


“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 hereof.


 


“Significant Subsidiary” means (i) any direct or
indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof, or (ii) any
group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation
is in effect on the date hereof.


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


“Subsidiary” means, with respect to any person:
(a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock or other equity interest entitled (without regard to the occurrence of any contingency and after giving effect to any voting
agreement or shareholders’ agreement that effectively transfers voting power) 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); and (b) any partnership or limited liability company of which (i) more than
50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that
person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise,
and (ii) such person or any Subsidiary of such person is a controlling general partner or otherwise controls such entity.


“TIA” means the Trust Indenture Act of 1939 (15
U.S. Code §§ 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 or include each person who is then a Trustee hereunder, and
if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall
mean the Trustee with respect to Securities of that Series.


“U.S. Government Obligations” means direct obligations,
or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith
and credit.


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	 
	“Registrar”	 	 	2.4	 
	“Service Agent”	 	 	2.4	 
	“successor person”	 	 	5.1	 


Section 1.3. Incorporation by Reference of Trust Indenture
Act.






    4 


     


    

 


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.


“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 GAAP;


(c) “or” is not exclusive;


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


(e) 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 a 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, supplemental indenture or Officers’
Certificate 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.


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 Subsection 2.2.1 and either as to such Securities
within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23) by or pursuant to a Board Resolution,
and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate:


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


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


2.2.3 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);


2.2.4 the date or dates on which the principal
of the Securities of the Series is payable;






    5 


     


    

 


2.2.5 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;


 


2.2.6 the place or places where the principal,
and premium, if any, and interest, if any, on the Securities of the Series shall be payable and the method of such payment, if
by wire transfer, mail or other means, and the place or places 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;


2.2.7 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;


2.2.8 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, the currency or currencies in which and the other
terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;


2.2.9 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;


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


2.2.11 the forms of the Securities of
the Series and whether the Securities will be issuable as Global Securities;


2.2.12 if other than the 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;


2.2.13 Reserved;


2.2.14 Reserved;


2.2.15 Reserved;


2.2.16 the manner in which the amounts
of payment of principal of and premium, if any, or interest, if any, on the Securities of the Series will be determined, if such
amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;


2.2.17 the provisions, if any, relating
to any security provided for the Securities of the Series;


2.2.18 any addition to, change in or deletion
from the Events of Default which apply 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;


2.2.19 any addition to or change in the
covenants set forth in Articles IV or V which applies to Securities of the Series;


2.2.20 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;


2.2.21 the provisions, if any, relating
to conversion of any Securities of such Series, including if applicable, the conversion price, the conversion period, the securities
or other property into which the Securities will be convertible, provisions as to whether conversion will be mandatory, at the
option of the Holders thereof or at the option of the Company, the events requiring an adjustment of the conversion price and provisions
affecting conversion if such Series of Securities are redeemed;






    6 


     


    

 


2.2.22 whether the Securities of such
Series will be senior debt securities or subordinated debt securities and, if applicable, the subordination terms thereof; and


2.2.23 any other terms of the Securities
of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to such Series).


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.


Section 2.3 Execution and Authentication.


Any Officer 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. The 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 written or electronic instructions from the Company or its duly authorized agent or agents. 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 by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to
Holders of any then outstanding Series of Securities.


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.


Section 2.4 Registrar and Paying Agent.


The Company shall maintain, with respect to each Series
of Securities, at the place or places 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 (“Paying Agent”), where Securities of such Series
may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon
the Company in respect of the Securities of such Series and this Indenture may be served (“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 or Paying Agent or shall fail to furnish
the Trustee with the name and address thereof, such presentations and surrenders 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 and surrenders.






    7 


     


    

 


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 the initial Registrar
and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued. The Company shall act as its own Service Agent for each Series unless another Service Agent is
appointed prior to the time Securities of that Series are first issued. In no event shall the Company or any affiliate thereof
serve as Paying Agent or Registrar for any series of Notes.


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 in writing 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.


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 Sections 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 fifteen
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.






    8 


     


    

 


 


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 deliver in exchange therefor a new Security of the same Series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.


If there shall be delivered to the Company and the Trustee
(a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such security or indemnity
as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice
to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon
receipt of a Company Order 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 cancelled 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.


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


If the Paying Agent (other than the Company, a Subsidiary
of the Company or an Affiliate of the Company of any thereof) holds on the Maturity of Securities of a Series money sufficient
to pay all amounts payable in respect of such Securities 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.


The Company may purchase or otherwise acquire the Securities,
whether by open market purchases, negotiated transactions or otherwise. 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.






    9 


     


    

 


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 or any Affiliate of 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 a Responsible Officer of 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 receipt of a Company Order shall authenticate definitive Securities of the same Series and date of 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.


The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement
or cancellation and shall dispose of such canceled Securities in accordance with its customary procedures and deliver a certificate
of such disposition to the Company upon the Company’s written request. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.


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 or cause to be mailed 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.


2.14.1 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.


2.14.2 Transfer and Exchange.
Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global
Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders
other than the Depository for such Security or its nominee only if (a) 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 or (b) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable. 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 2.14.2, 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.



2.14.3 Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:






    10 


     


    

 


“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.”


2.14.4 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.


2.14.5 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.


2.14.6 Consents, Declarations and Directions.
Except as provided in Section 2.14.5, 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.


2.14.7 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 in a supplemental Indenture, 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 60 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 calendar 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, on a pro rata basis, by lot or 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, or an integral multiple thereof, and the principal amount of a Security
which remains outstanding shall not be less than the minimum authorized denomination for Securities of such Series (so long as
the Trustee knows of such listing).






    11 


     


    

 


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 (or, in the case of Securities held in book
entry form, by electronic transmission) to each Holder whose Securities are to be redeemed.


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


(a) the redemption date;


(b) the redemption price;


(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; and


(g) 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 written request, 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 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 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 11:00 a.m. New York City time on 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.






    12 


     


    

 


The Company covenants and agrees that it will duly and punctually
pay or cause to be paid when due the principal of (including the redemption price upon redemption pursuant to Article 3, if applicable),
and premium, if any, and interest, if any, on each of the Securities at the places, at the respective times and in the manner provided
herein and in the Securities; provided that the Company may withhold from payments of interest and upon redemption pursuant to
Article 3, if applicable, maturity or otherwise, any amounts the Company is required to withhold by law.


Section 4.2 SEC Reports.


The Company shall deliver to the Trustee within 15 calendar
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). The Trustee shall have no responsibility for the filing, timeliness or
content of reports or to determine whether any information or reports have been filed with the SEC.


Section 4.3 Compliance Certificate.


The Company shall deliver to the Trustee, within 120 days
after the end of each calendar year of the Company, commencing with the first calendar year following the issuance of securities
of any series under this Indenture, 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 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, promptly 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.


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: (a) its corporate existence and the corporate, partnership
or other existence of each of its Significant Subsidiaries in accordance with the respective organizational documents (as the same
may be amended from time to time) of the Company or any such Significant Subsidiary; and (b) the rights (charter and statutory),
licenses and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Significant Subsidiaries,
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.



    13 


     


    




The Company shall, and shall cause each of its Significant
Subsidiaries to, pay prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and
by appropriate proceedings or where failure to effect such payment is not adverse in any material respect to the Holders of any
Series of Securities.


Section 4.7 Maintenance of Properties.


The Company will cause all branch and office locations,
and all its real, personal and mixed properties to be maintained and kept in good, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly
and advantageously conducted; provided, however, that nothing in this Section shall prevent the Company from discontinuing the
operation and maintenance of any of such properties, or disposing of them if such discontinuance or disposal is, in the judgment
of the Company or its Significant Subsidiaries concerned, desirable in the conduct of its business or the business of any Subsidiary.


Section 4.8 Maintenance of Insurance.


The Company will, and will cause each of its Subsidiaries
to, keep all its insurable properties insured against loss or damage with commercially reasonable amounts and types of insurance
provided by insurers of recognized responsibility.


ARTICLE V


SUCCESSORS


Section 5.1 Company May Consolidate or Merge on Certain
Terms.


Nothing contained in this Indenture or in the Securities
shall prevent any consolidation or merger of the Company with or into any other person or persons (whether or not affiliated with
the Company), or successive consolidations or mergers in which either the Company will be the continuing entity or the Company
or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or
substantially all of the property of the Company, to any other person (whether or not affiliated with the Company); provided, however,
that the following conditions are met:


(a) the Company shall be the continuing
entity, or the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall
have received the transfer of all or substantially all assets shall be organized under the laws of the United States of America
or one of its states, and shall expressly assume the due and punctual payment of the principal of and interest and premium on all
of the Securities and the due and punctual performance and observance of all of the covenants, obligations and conditions of the
Company in this Indenture;


(b) immediately after giving effect to
such transaction, no Default or Event of Default shall have occurred and be continuing; and


(c) either the Company or the successor
person, in either case, shall have delivered to the Trustee an Officers’ Certificate, stating that such consolidation, merger,
sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture, comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction
have been complied with.


Section 5.2 Company Successor to be Substituted.


Upon any consolidation by the Company with or merger of
the Company into any other person or any sale, conveyance, transfer or lease of all or substantially all of the properties and
assets of the Company to any person in accordance with Section 5.1 hereof, the successor person (“successor person”)
formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall
succeed to, and be substituted for, and shall have all liabilities and obligations of the Company, including the obligations of
the Company to the due and punctual payment of the principal of and interest and premium and all the Securities and the due and
punctual performance of all the covenants, obligations and conditions in this indenture, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor person had been named as the Company herein, and
thereafter the predecessor person shall be released from all obligations and covenants under this Indenture and the Securities;
provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition shall not be relieved
from the obligation to pay the principal of and interest on the Securities except in the case of a sale, conveyance or other disposition
of all or substantially all of the Company’s assets in a transaction that is subject to, and that complies with the provisions
of, Section 5.1 hereof.






    14 


     


    

 


In case of any such consolidation, merger, sale, conveyance,
transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued
as may be appropriate.


ARTICLE VI


DEFAULTS AND REMEDIES


Section 6.1 Events of Default. Each of the following
constitutes an “Event of Default”:


(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 calendar 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 calendar days);


(b) the Company defaults in the payment when due of all
or any part of the principal of any Security of that Series as and when the same shall become due and payable either at maturity,
upon any redemption, upon acceleration of maturity or otherwise;


(c) the Company fails to perform any other covenant or agreement on the part of the Company contained in the Notes or in this
Indenture and such failure continues for a period of 90 days after the date on which notice specifying such failure, stating that
such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, shall have been given,
by registered or certified mail (or, if registered or certified mail is not then offered by the U.S. Post Office, by first class
mail return receipt requested), to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Notes at the time outstanding;


(d) a court having jurisdiction in the premises shall enter (i) a decree or order for relief in respect of the Company or a
Material Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law now or hereafter in effect, (ii) or
a decree or order adjudging the Company or a Material Subsidiary bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company or a Material Subsidiary under
any applicable federal or state law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other
similar official of the Company or a Material Subsidiary or for any substantial part of its property or ordering the winding up
or liquidation of its affairs, shall have been entered, and such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;


(e) the Company or a Material Subsidiary shall commence a voluntary case or proceeding under any Bankruptcy Law now or hereafter
in effect or any other case or proceeding to be adjudicated bankrupt or insolvent, or consent to the entry of a decree or order
for relief in respect of the Company or a Material Subsidiary in an involuntary case or proceeding under any such law, or to the
commencement of any bankruptcy or insolvency case or proceeding against the Company or a Material Subsidiary, or the filing by
the Company or a Material Subsidiary of a petition or answer to consent seeking reorganization or relief under any such applicable
federal or state law, or the consent by the Company or a Material Subsidiary to the filing of such petition or to the appointment
of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of
the Company or a Material Subsidiary or of any substantial part of its property, or the making by the Company or a Material Subsidiary
of an assignment for the benefit of creditors, or the taking of action by the Company or a Material Subsidiary in furtherance of
any such action; or






    15 


     


    

 


(f) The Company or a Material Subsidiary defaults under any bond, debenture, note or other evidence of indebtedness for money
borrowed by the Company or a Material Subsidiary having an aggregate principal amount outstanding of at least $25,000,000, or under
any mortgage, indenture or instrument (including the Indenture) under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company or a Material Subsidiary having an aggregate principal amount outstanding
of at least $25,000,000, whether such indebtedness now exists or is created in the future, which default (i) constitutes a failure
to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period
or (ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would
have become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause
(ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.



Upon becoming aware of any Event of Default, the Company shall promptly deliver to the Trustee a written statement specifying such
Event of Default.



The term “Bankruptcy Law” means title 11, U.S. Code or any U.S. federal or state bankruptcy, insolvency, reorganization,
receivership, conservatorship or similar law, including, without limitation, the Federal Deposit Insurance Act and the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010.



Section 6.2 Acceleration.



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(d) or 6.1(e)), 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(d) or 6.1(e) 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 VI 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, or


(b) default is made in the payment of
principal, and premium, if any, 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,
premium 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.






    16 


     


    

 


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 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 appropriate judicial proceedings 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 or administrative proceeding
or action relative to the Company any Material Subsidiary or any other obligor upon the Securities or the property of the Company,
such other obligor or Material Subsidiary or their respective 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, to take any and all actions authorized under the Trust Indenture Act, including
in order to have claims of the Holders and the Trustee allowed in any such proceeding.


(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 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.






    17 


     


    

 


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,
premium, if any and interest, respectively; and


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% 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 security or indemnity acceptable to the Trustee 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, Premium and Interest.


Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal, premium
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.






    18 


     


    

 


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 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,


(c) 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 or may be unduly prejudicial to the Holders of any other
Securities of such Series not joining in such direction, and


 


(d) such Holders shall have provided security
or indemnity satisfactory to the Trustee in connection with the action or inaction so directed.


Section 6.13 Waiver of Past Defaults.


The Holders of not less than 25% 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 any
premium or interest on any Security of such Series (provided, however, that the Holders of not less than 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).






    19 


     


    

 


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 such person’s
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.


(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 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 paragraph (a), (b) and (c) of this Section.


(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 indemnity or security 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 adequate indemnity against such risk is not reasonably 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 this Section
with respect to the Trustee.






    20 


     


    

 


(i) The right of the Trustee to perform
any permissive rights enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be personally answerable
except to the Holders for its own negligence or willful misconduct in the performance of any such act.


Section 7.2 Rights of Trustee.


(a) The Trustee may rely on and shall
be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper person not only as to due execution, validity and
effectiveness, but also as to the truth and accuracy of any information contained therein.. 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 or an Opinion of Counsel. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.


(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 without negligence and in good faith which it believes to be authorized or within its rights
or powers.


(e) The Trustee may consult with counsel
or other professionals of its selection and the advice of such counsel or other professional or any Opinion of Counsel shall be
full and complete authorization and protection and the Trustee shall have no liability in respect of any action taken, suffered
or omitted by it hereunder without negligence and in good faith and in reliance thereon.


 


(f) 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.


(g) Notwithstanding any other provisions
hereof to the contrary, in no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental
or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage, and regardless of the form of action.


(h) The Trustee undertakes to perform
such duties and only such duties as are specifically and expressly set forth in this Indenture. These duties shall be purely ministerial
in nature and the Trustee shall not be liable except in the performance of such duties and no implied covenants or obligations
shall be read into this Indenture against the Trustee.


(i) The Trustee shall not be charged with
knowledge of (A) any events or other information or (B) any default under this Indenture or any other agreement unless a Responsible
Officer of the Trustee shall have actual knowledge thereof.


(j) The Trustee shall neither be responsible
for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instruction or document other than this
Indenture, whether or not an original or a copy of such agreement has been provided to the Trustee.


(k) The Trustee shall have no duty to
know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument or document.


(l) Neither the Trustee nor any of its
directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance of the
Company or any of their directors, members, officers, agents affiliates or employees, nor shall it have any liability in connection
with the malfeasance or non-feasance by such party. The Trustee may assume performance by all such Persons of their respective
obligations. The Trustee shall have no enforcement or notification obligations relating to the breaches of representations or warranties
of the Company.






    21 


     


    

 


(m) In the performance of its rights and
duties hereunder, the Trustee shall be entitled to request and receive instructions from the Holders.


(n) If any conflict, disagreement or dispute
arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or
concerning any other matter relating to this Agreement, or the Trustee is in doubt as to the action to be taken hereunder, the
Trustee may, at its option, after sending written notice of the same to the Company, refuse to act until such time as it (i) receives
a final non-appealable order of a court of competent jurisdiction or (ii) receives a written instruction, executed by each of the
parties involved in such disagreement or dispute, in a form reasonably acceptable to the Trustee. The Trustee will be entitled
to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question,
inquiry or consent. The Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, the Trustee
will be relieved of all liability as to the subject matter in dispute and will be entitled to recover reasonable and documented
out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.


(o) Notwithstanding anything to the contrary
herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held
pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms
required to be delivered and filed with the Internal Revenue Service.


(p) Each Holder shall provide the Trustee
with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 or such other forms and documents that the
Trustee may request. Each Holder understands that if such tax reporting documentation is not provided and certified to the Trustee,
the Trustee may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold
a portion of certain payments made pursuant hereto.


(q) To the extent that the Trustee becomes
liable for the payment of any taxes in respect of income derived from the investment of any money held pursuant to this Indenture,
the Trustee shall satisfy such liability to the extent possible from the money held pursuant to this Indenture. The Company shall
indemnify, defend and hold the Trustee harmless from and against any tax, late payment, interest, penalty or other cost or expense
that may be assessed against the Trustee on or with respect to the money held pursuant to this Indenture and the investment thereof
unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross
negligence or willful misconduct of the Trustee. The indemnification provided by this Section 7.2(q) is in addition to the indemnification
provided in Section 7.7 and shall survive the resignation or removal of the Trustee and the termination of this Indenture.


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. However, in the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under
the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11
hereof.


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.






    22 


     


    

 


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 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 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 December 1 in each year beginning with
the December 1 following the date of this Indenture, and for so long as Securities remain outstanding, the Trustee shall transmit
by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar a brief report dated
as of such December 1that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA Section 313(b)(2).
The Trustee will also transmit by mail all reports as required by TIA §313(c).


A copy of each report at the time of its mailing to Securityholders
of any Series will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which
the Securities of that Series are listed in accordance with TIA Section 313(d). 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 reasonable
compensation for its acceptance of this Indenture and services hereunder. 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
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


The Company shall indemnify and hold harmless the Trustee
in its individual capacity (including the cost of defending itself) from and against any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements of any kind and nature
whatsoever, including attorneys’ fees (collectively, “Expenses”) which may at any time be imposed on, incurred
by, or asserted against the Trustee in any way relating to or arising out of this Indenture or the performance of its duties hereunder
as Trustee or Agent or the administration of the trusts contemplated hereby (including those incurred with respect to enforcement
of its right to indemnity hereunder), in each case except as set forth in the next paragraph. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one 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, successors, assigns, servants and agents of the Trustee. The indemnities,
rights, and obligations contained in this Section shall survive the resignation or removal of the Trustee and shall survive the
termination of this Indenture and/or the trusts contemplated hereby.


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 through
the Trustee’s own 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 (f) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.






    23 


     


    

 


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 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 in writing. 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 bankrupt or
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 (at
the Company’s expense), the Company or the Holders of at least 10% in principal amount of the Securities of the applicable
Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


If the Trustee with respect to the Securities of any one or
more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent
jurisdiction for the removal of the Trustee and 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. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company’s obligations under Section 7.7 hereof 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,
sells or transfers all or substantially all of its corporate trust business and assets as a whole or substantially
as a whole, any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which
the Trustee is a party, will be and become the successor Trustee, under this Indenture and will have and succeed to the rights,
powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the
performance of any further act.


Section 7.10 Eligibility; Disqualification.


This Indenture shall always have a Trustee who satisfies
the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus
of at least $250,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b).


Section 7.11 Preferential 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.






    24 


     


    

 


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 at Company
Request 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) have been called for redemption or
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 (1), (2) or (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, and the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at 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 held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and 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 Sections 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 Sections 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.






    25 


     


    

 


(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 Sections
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 2.2.23, 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 91st day after the date of the deposit referred
to in subparagraph (d) 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 (d) 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:


(d) 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 nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and premium 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;


(e) such deposit will not result in a
breach or violation of, or constitute a Default or an Event of Default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Company or any
Subsidiary) and the granting of liens to secure such borrowings);


(f) 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 91st day after such date (other than such Defaults and Events of Default that are contemplated in subparagraph (e) hereof);


(g) the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling, or (ii) 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;






    26 


     


    

 


(h) 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;


(i) the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that such deposit shall not result in the trust arising from such deposit constituting
an investment company (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such
Act or exempt from regulation thereunder; and


(j) 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 2.2.23 to be inapplicable to Securities of any Series, 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, 4.5, 4.6, 4.7, 4.8 and 5.1 as well
as any additional covenants specified in a supplemental indenture hereto for such Series of Securities or a Board Resolution or
an Officers’ Certificate delivered pursuant to Section 2.2 (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 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 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 nationally 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 or Event of Default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Company or any
Subsidiary) and the granting of liens to secure such borrowings);


(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 91st day after such date (other than such Defaults or Events of Default that are contemplated in subparagraph (b) hereof);


(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;


(e) The Company shall have delivered to
the Trustee an Officers’ Certificate stating 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






    27 


     


    

 


(f) 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.


Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal, premium, if any, or interest, if any, on, any Security
and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall
be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such
Security will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be repaid to the Company.


Section 8.6 Reinstatement.


If the Trustee or Paying Agent is unable to apply any money
or U.S. Government Obligations in accordance with Sections 8.1, 8.3 or 8.4, as the case may be, by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations
under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1,
8.3 or 8.4, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 8.1, 8.3 or 8.4, as the case may be; provided, however, that if the Company
makes any payment of principal, premium, if any, or interest, if any, on any Securities because of reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


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:


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


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


(c) to provide for the assumption of the
Company’s obligations to Holders of the Securities by a successor to the Company pursuant to Article V hereof;


(d) to make any change that would provide
any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture
of any such Holder;


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


(f) to comply with requirements of the
SEC in order to effect or maintain the qualification of an indenture under the TIA;


(g) to conform the text of the Indenture
or the Notes to any provision of the description thereof set forth in a prospectus supplement, an accompanying prospectus or term
sheet;


(h) to add any guarantor or to provide
any collateral to secure any Notes;






    28 


     


    

 


(i) to add additional obligors under the
Indenture and the Securities; or


(j) 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.


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 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 each Series affected by such waiver 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, 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 principal 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 or interest on overdue amounts of principal, premium and interest) on any Security;


(c) reduce the principal of 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, premium, if any, 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 Dollars;


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


(h) change the definition of Senior Indebtedness
except to reduce the scope thereof; 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.






    29 


     


    

 


Section 9.5 Revocation and Effect of Consents.


Until an amendment, supplement or 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 its Security or portion of a Security
if the Trustee receives written notice of revocation before the date the amendment, supplement or 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, notwithstanding anything herein to the contrary, 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 Opinion
of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted
by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights or liabilities.


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 by first class
mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day
delivery, to the others’ address:


if to the Company:


Customers Bancorp, Inc.


1015 Penn Avenue, Suite 103


Wyomissing, PA 19610


Attention: Chief Executive Officer


if to the Trustee:


Wilmington Trust, National Association, as Trustee


Rodney Square North


1100 North Market Street


Wilmington, DE 19890-0001


Attention: Customers Bancorp, Inc. Administrator


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






    30 


     


    

 


All notices and communications (other than those sent to Holders)
will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


Any notice or communication to a Holder will be mailed by
first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any person described
in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect
in it will not affect its sufficiency with respect to other Holders.


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


If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time.



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


(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.






    31 


     


    

 


Section 10.7 Legal Holidays.


Unless otherwise provided by Board Resolution, Officers’
Certificate or supplemental indenture 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 shareholder (past or present)
of the Company, as such, or any successor person thereof, 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 issuance of the Securities. The waiver shall not be effective to waive liabilities under the federal securities laws.




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.


Section 10.10 Governing Laws; Jurisdiction; Waiver
of Jury Trial.


THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE, THE NOTES AND WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


The parties hereby (i) irrevocably submit to the exclusive
jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, (ii) waive any objection
to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient
forum or do not have jurisdiction over any party.


Each of the parties hereto hereby waives the right to trial
by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Indenture or the
Securities.


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
is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, it will be ineffective only to the extent
of such invalidity, so that the remainder of the provision and Indenture and Securities will continue in full force and effect.


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.



Section 10.15. Entire Agreement.


This Indenture and any supplemental indentures hereto set
forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and
understandings, oral or written.






    32 


     


    

 


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.


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 (1) 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 (2) 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 hereto 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.




    33 


     


    

ARTICLE XII


SUBORDINATION OF SECURITIES


Section 12.1 Securities Subordinated to Senior Indebtedness.
The Company covenants and agrees, and each Holder of Securities issued hereunder by accepting a Security covenants and agrees that
(a) the payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to each and all the
Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of Securities
by the Company, is subordinated, to the extent and in the manner provided in such Security or in the supplemental indenture pursuant
to which such Security is issued, to the prior payment in full of all Senior Indebtedness specified in such Security or in such
supplemental indenture.



Such subordination provisions shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become
holders of, or continue to hold, any of such Senior Indebtedness, and such provisions are made for the benefit of the holders of
such Senior Indebtedness and any one or more of them may enforce such provisions.



The Trustee’s rights to compensation and indemnification as set forth in Section 7.7 herein shall not be subject to the subordination
provisions of this Indenture.




Section 12.2 Right of Trustee to Hold Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all
of the rights set forth in this Article 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 this Indenture shall be construed to deprive the Trustee of any of its
rights as such Holder.




Section 12.3 Subordination Not to Prevent Events of Default. The failure to make a payment on account of principal of, premium
(if any) or interest on the Securities by reason of any subordination provision for the benefit of holders of Senior Indebtedness
shall not be construed as preventing the occurrence of a Default or an Event of Default under Section 6.1 or in any way prevent
the Holders of the Securities from exercising any right hereunder other than the right to receive payment on the Securities.



Section 12.4 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct
or negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of the Securities or the Company or any
other Person, cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article XII
or otherwise. Nothing in this Section 12.4 shall affect the obligation of any other such Person to hold such payment for the benefit
of, and to pay such payment over to, the holders of Senior Indebtedness or their representative.



Section 12.5 Article Applicable to Paying Agent. In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term “ Trustee “ as used in this Article XII shall
in such case (unless the context shall otherwise require) 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 XII in addition to or in place
of the Trustee; provided, however, that this Section 12.5 shall not apply to the Company or any Affiliate of the Company if it
or such Affiliate acts as Paying Agent.


 


[Remainder of Page Intentionally Blank]


 




    34 


     


    

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


 


	 	 	 	 
	 	Customers Bancorp, Inc.
	 	 	 
	 	By:	 	/s/ Carla A. Leibold
	 	 	 	Name: Carla A. Leibold
	 	 	 	Title: Executive Vice President and Chief Financial Officer


 


	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee
	 	 	 
	 	By:	 	Michael H. Wass
	 	 	 	Name: Michael H. Wass
	 	 	 	Title: Vice President


 








    35