Exhibit 4.1


 


STERLING BANCORP


 


Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 


INDENTURE


 


Dated as of December 16, 2019


 


SUBORDINATED DEBT SECURITIES





 



     


     


    




   


STERLING BANCORP


 


CERTAIN SECTIONS OF THIS INDENTURE RELATING
TO

SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

TRUST INDENTURE ACT OF 1939:


 


	Trust Indenture Act Section	 	Indenture Section	 
	§310(a)(1)	 	 	609	 
	(a)(2)	 	 	609	 
	(a)(3)	 	 	Not Applicable	 
	(a)(4)	 	 	Not Applicable	 
	 (b)	 	 	608; 610	 
	§311(a)	 	 	613	 
	(b)	 	 	613	 
	§312(a)	 	 	701; 702	 
	(b)	 	 	702	 
	(c)	 	 	702	 
	§313(a)	 	 	703	 
	(b)	 	 	703	 
	(c)	 	 	703	 
	(d)	 	 	703	 
	§314(a)	 	 	704	 
	(a)(4)	 	 	1004	 
	(b)	 	 	Not Applicable	 
	(c)(1)	 	 	102	 
	(c)(2)	 	 	102	 
	(c)(3)	 	 	Not Applicable	 
	(d)	 	 	Not Applicable	 
	(e)	 	 	102	 
	§315(a)	 	 	601, 603	 
	(b)	 	 	602	 
	(c)	 	 	601	 
	(d)	 	 	601	 
	(e)	 	 	514	 
	§316(a)	 	 	101	 
	(a)(1)(A)	 	 	502; 512	 
	(a)(1)(B)	 	 	513	 
	(a)(2)	 	 	Not Applicable	 
	(b)	 	 	508	 
	(c)	 	 	104	 
	§317(a)(1)	 	 	503	 
	(a)(2)	 	 	504	 
	(b)	 	 	1003	 
	§318(a)	 	 	107	 




  


 






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


  



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TABLE OF CONTENTS





 





	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Article I.
	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 	 	 
	Section 101.	 	Definitions	 	 	1	 
	Section 102.	 	Compliance Certificates and Opinions	 	 	6	 
	Section 103.	 	Form of Documents Delivered to Trustee	 	 	6	 
	Section 104.	 	Acts of Holders; Record Dates	 	 	7	 
	Section 105.	 	Notices, Etc., to Trustee and the Company	 	 	8	 
	Section 106.	 	Notice to Holders; Waiver	 	 	8	 
	Section 107.	 	Conflict with Trust Indenture Act	 	 	8	 
	Section 108.	 	Effect of Headings and Table of Contents	 	 	8	 
	Section 109.	 	Successors and Assigns	 	 	8	 
	Section 110.	 	Separability Clause	 	 	8	 
	Section 111.	 	Benefits of Indenture	 	 	9	 
	Section 112.	 	Governing Law	 	 	9
	Section 113.	 	Legal Holidays	 	 	9	 
	Section 114.	 	Language of Notices, Etc.	 	 	9	 
	Section 115.	 	Interest Limitation	 	 	9	 
	Section 116.	 	No Personal Liability of Officers, Directors, Employees or Shareholders	 	 	10	 
	Section 117.	 	Applicability of Depositary	 	 	10	 
	 	 	 	 	 	 	 
	Article II.
	 
	SECURITY FORMS
	 	 	 	 	 	 	 
	Section 201.	 	Forms Generally	 	 	10	 
	Section 202.	 	Form of Face of Security	 	 	10	 
	Section 203.	 	Form of Reverse of Security	 	 	13	 
	Section 204.	 	Section 204	 	 	16	 
	Section 205.	 	Form of Trustee’s Certificate and Authorization	 	 	17	 
	 	 	 	 	 	 	 
	Article III.
	
	 
	THE SECURITIES
	 	 	 	 	 	 	 
	Section 301.	 	Amount Unlimited; Issuable in Series	 	 	17	 
	Section 302.	 	Denominations	 	 	19	 
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	 	19	 
	Section 304.	 	Temporary Securities	 	 	21	 
	Section 305.	 	Registration, Registration of Transfer and Exchange	 	 	21	 
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	23	 
	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	 	23	 



 






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	Section 308.	 	Persons Deemed Owners	 	 	24	 
	Section 309.	 	Cancellation	 	 	24	 
	Section 310.	 	Computation of Interest	 	 	25	 
	Section 311.	 	CUSIP Numbers	 	 	25	 
	 	 	 	 	 	 	 
	Article IV.
	
	 
	SATISFACTION AND DISCHARGE
	 	 	 	 	 	 	 
	Section 401.	 	Satisfaction and Discharge of Indenture	 	 	25	 
	Section 402.	 	Application of Trust Money	 	 	26	 
	 	 	 	 	 	 	 
	Article V.
	
	 
	REMEDIES
	 	 	 	 	 	 	 
	Section 501.	 	Events of Default	 	 	26	 
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	 	27	 
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	27	 
	Section 504.	 	Trustee May File Proofs of Claim	 	 	28	 
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities	 	 	28	 
	Section 506.	 	Application of Money Collected	 	 	28	 
	Section 507.	 	Limitation on Suits	 	 	29	 
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	29	 
	Section 509.	 	Restoration of Rights and Remedies	 	 	29	 
	Section 510.	 	Rights and Remedies Cumulative	 	 	29	 
	Section 511.	 	Delay or Omission Not Waiver	 	 	30	 
	Section 512.	 	Control by Holders	 	 	30
	Section 513.	 	Waiver of Past Defaults	 	 	30	 
	Section 514.	 	Undertaking for Costs	 	 	30	 
	 	 	 	 	 	 	 
	Article VI.
	
	 
	THE TRUSTEE
	 	 	 	 	 	 	 
	Section 601.	 	Certain Duties and Responsibilities	 	 	31	 
	Section 602.	 	Notice of Defaults	 	 	31	 
	Section 603.	 	Certain Rights of Trustee	 	 	32	 
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	 	32	 
	Section 605.	 	May Hold Securities	 	 	33	 
	Section 606.	 	Money Held in Trust	 	 	33	 
	Section 607.	 	Compensation and Reimbursement	 	 	33	 
	Section 608.	 	Disqualification; Conflicting Interests	 	 	33	 
	Section 609.	 	Corporate Trustee Required; Eligibility	 	 	34	 
	Section 610.	 	Resignation and Removal; Appointment of Successor	 	 	34	 
	Section 611.	 	Acceptance of Appointment by Successor	 	 	35	 
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	 	36	 



 






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	Section 613.	 	Preferential Collection of Claims Against the Company	 	 	36	 
	Section 614.	 	Appointment of Authenticating Agent	 	 	36	 
	 	 	 	 	 	 	 
	Article VII.
	
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY
	 	 	 	 	 	 	 
	Section 701.	 	The Company to Furnish Trustee Names and Addresses of Holders	 	 	37
	Section 702.	 	Preservation of Information; Communications to Holders	 	 	37
	Section 703.	 	Reports by Trustee	 	 	37	 
	Section 704.	 	Reports by the Company	 	 	38	 
	 	 	 	 	 	 	 
	Article VIII.
	
	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 	 	 	 
	Section 801.	 	The Company May Consolidate, Etc., Only on Certain Terms	 	 	38
	Section 802.	 	Successor Substituted	 	 	38	 
	 	 	 	 	 	 	 
	Article IX.
	
	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 	 	 	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	 	39	 
	Section 902.	 	Supplemental Indentures with Consent of Holders	 	 	39	 
	Section 903.	 	Execution of Supplemental Indentures	 	 	40	 
	Section 904.	 	Effect of Supplemental Indentures	 	 	40	 
	Section 905.	 	Conformity with Trust Indenture Act	 	 	40	 
	Section 906.	 	Reference in Securities to Supplemental Indentures	 	 	40	 
	 	 	 	 	 	 	 
	Article X.
	
	 
	COVENANTS
	 	 	 	 	 	 	 
	Section 1001.	 	Payment of Principal, Premium and Interest	 	 	41	 
	Section 1002.	 	Maintenance of Office or Agency	 	 	41	 
	Section 1003.	 	Money for Securities Payments to Be Held in Trust	 	 	41	 
	Section 1004.	 	Statement by Officers as to Default	 	 	42
	Section 1005.	 	Waiver of Certain Covenants	 	 	42	 
	 	 	 	 	 	 	 
	Article XI.
	
	 
	REDEMPTION OF SECURITIES
	 	 	 	 	 	 	 
	Section 1101.	 	Applicability of Article	 	 	43	 
	Section 1102.	 	Election to Redeem; Notice to Trustee	 	 	43	 
	Section 1103.	 	Selection by Trustee of Securities to be Redeemed	 	 	43
	Section 1104.	 	Notice of Redemption	 	 	43	 
	Section 1105.	 	Deposit of Redemption Price	 	 	44	 
	Section 1106.	 	Securities Payable on Redemption Date	 	 	44	 
	Section 1107.	 	Securities Redeemed in Part	 	 	44	 



 






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	Article XII.
	
	 
	SINKING FUNDS
	 	 	 	 	 	 	 
	Section 1201.	 	Applicability of Article	 	 	44	 
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	 	45	 
	Section 1203.	 	Redemption of Securities for Sinking Fund	 	 	45	 
	 	 	 	 	 	 	 
	Article XIII.
	
	 
	DEFEASANCE
	 	 	 	 	 	 	 
	Section 1301.	 	Applicability of Article	 	 	45	 
	Section 1302.	 	Legal Defeasance	 	 	45	 
	Section 1303.	 	Covenant Defeasance	 	 	46
	Section 1304.	 	Application by Trustee of Funds Deposited for Payment of Securities	 	 	47	 
	Section 1305.	 	Repayment to the Company	 	 	48	 
	Section 1306.	 	Reinstatement	 	 	48	 
	 	 	 	 	 	 	 
	Article XIV.
	
	 
	SUBORDINATION OF SECURITIES
	 	 	 	 	 	 	 
	Section 1401.	 	Securities Subordinated to Senior Debt	 	 	48	 








 






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INDENTURE dated as of December 16, 2019,
between STERLING BANCORP, a Delaware corporation (the “Company”), having its principal office at 400 Rella Boulevard,
Montebello, New York, 10901, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America (the “Trustee”), having a corporate trust office at 100 Wall Street, 6th
Floor, New York, New York 10005.


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
101.              
Definitions


 


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


 


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


 


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


 


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


 


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


 


(5) the words “Article”
and “Section” refer to an Article and Section, respectively, of this Indenture.


 


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


 


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


 



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


 


“Authorized Newspaper”
means a newspaper, in the English language or in an official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of such place.


 


“Bankruptcy Law” means
Title 11, U.S. Code, or any similar federal or state law for the relief of debtors or the protection of creditors.


 


“Board of Directors”
means the board of directors of the Company, or the executive or any other committee of that board duly authorized to act in respect
thereof.


 


“Board Resolution” means
a copy of a resolution certified by the Corporate Secretary of the Company, the principal financial officer of the Company or any
other authorized officer of the Company or a Person duly authorized by any of them, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities
and the forms and terms thereof), such action may be taken by any committee, officer or employee of the Company authorized to take
such action by the Board of Directors as evidenced by a Board Resolution.


 


“Business Day”, when
used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or obligated by law, executive order or regulation to close.


 


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


 


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


 


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


 


“Corporate Trust Office”
means the designated office of the Trustee at which at any particular time its corporate trust business shall be principally administered,
which at the date hereof is 100 Wall Street, 6th Floor, New York, New York 10005.


 


“Corporation” means
a corporation, association, partnership (general or limited), limited liability company, joint-stock company or business trust.


 


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


 


“Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Debt” means any debt
for money borrowed.


 


“Default” means, with
respect to a series of Securities, any event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.


 


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


 



    	 	2	 



     


    

 





“Defeasance” has the
meaning specified in Section 1302.


 


“Definitive Security”
means a Security other than a Global Security or a temporary Security.


 


“Depositary” means,
with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301,
until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter shall
mean or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person, shall
be a collective reference to such Persons.


 


“Dollar” or “$”
means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


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


 


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


 


“Fiscal Year” means,
with respect to the Company, each 12-month period beginning on January 1 and ending on December 31; provided,
however, that, with respect to a series of Securities, the first fiscal year will begin on the date such series of Securities
is authenticated and delivered under this Indenture. The Company will notify the Trustee if its fiscal year changes.


 


“Global Security” means
a Security in global form that evidences all or part of the Securities of any series and is registered in the name of the Depositary
for such Securities or a nominee thereof.


 


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


 


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


 


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


 


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


 


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


 


“Notice of Default”
means a written notice of the kind specified in Section 501(3).


 


“Officers’ Certificate”
of a Person means a certificate signed by any two of the Chairman of the Board, the Vice Chairman, the Chief Executive Officer
and/or President, Chief Financial Officer or a Vice President of the Person, or if such Person is a partnership, of its general
partner, and delivered to the Trustee. One of the officers or such other Persons (as applicable) signing an Officers’ Certificate
given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Person, or if such
Person is a partnership, of its general partner.


 






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“Opinion of Counsel”
means a written opinion of legal counsel, who may be an employee of or counsel for the Company, which opinion shall comply with
the provisions of Sections 102 and 103. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably
withheld.


 


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


 


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


 


(i) Securities theretofore canceled by
the Trustee or delivered to the Trustee for cancellation;


 


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


 


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


 


(iv) Securities, except to the extent provided
in Sections 1302 and 1303, with respect to which the Company has effected defeasance or covenant defeasance as provided in
Article XIII;


 


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


 


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


 


“Periodic Offering”
means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or
Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, with respect thereto, and
any other terms specified as contemplated by Section 301 with respect thereto, are to be determined by the Company upon the
issuance of such Securities.


 


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


 



    	 	4	 



     


    

 





“Place of Payment”,
when used with respect to the Securities of any series, means, unless otherwise specifically provided for with respect to such
series as contemplated by Section 301, the office or agency of the Company in 400 Rella Boulevard, Montebello, New York, 10901
and such other place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 301.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same Debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same Debt as the
mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.


 


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


 


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


 


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


 


“Stated Maturity”, when
used with respect to the principal of 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, any entity of which more than 50% of the total voting power of the equity interests entitled, without
regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof; or any partnership
of which more than 50% of the partners’ equity interests, considering all partners’ equity interests as a single class,
is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
or combination thereof.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as otherwise provided
in Section 905; provided, however, that if the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit
is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, each
of which are not callable or redeemable at the option of the issuer thereof.


 


“Vice President”, when
used with respect to the Company, means any vice president of the Company, or when used with respect to the Trustee, means any
vice president of the Trustee.


 



    	 	5	 



     


    

 





Section
102.              
Compliance Certificates and Opinions


 


Upon any application or request by the
Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the
opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with, and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by officers of the Company, or an Opinion of Counsel, if
to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.


 


Every Officers’ Certificate or Opinion
of Counsel (except for certificates provided for in Section 1004) shall include:


 


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


 


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


 


(3) a statement that, in the opinion of
each such individual, he 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


 


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


 


Section
103.              
Form of Documents Delivered to Trustee


 


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


 


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


 


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


 



    	 	6	 



     


    

 





Section
104.              
Acts of Holders; Record Dates


 


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


 


Without limiting the generality of the
foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such Global Security. With respect to any Global Security the Depositary for
which is The Depository Trust Company (“DTC”), any consent or other action given, made or taken by an “agent
member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other applicable procedures
of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Security,
and such Act shall be deemed to have been delivered to the Company and the Trustee upon the delivery by DTC of an “agent’s
message” or other notice of such consent or other action having been so given, made or taken in accordance with the applicable
procedures of DTC.


 


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


 


The ownership, principal amount and serial
numbers of Securities held by any Person, and the date of commencement of such Person’s holding the same, shall be proved
by the Security Register.


 


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


 


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


 


The Company may set any day as the record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken
by Holders of Securities of such series, but the Company shall have no obligation to do so. With regard to any record date set
pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed
agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders
after such record date.


 



    	 	7	 



     


    

 





Section
105.              
Notices, Etc., to Trustee and the Company


 


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


 


(1) the Trustee by any Holder or by the
Company shall be sufficient for every purpose hereunder if made in writing and actually received by the Trustee at its office at
100 Wall Street, 6th Floor, New York, New York 10005, or at any other address previously furnished in writing by the
Trustee, or


 


(2) the Company by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company, addressed to it at 400 Rella Boulevard, Montebello, New York, 10901, to the attention of the Corporate
Secretary, or at any other address previously furnished in writing to the Trustee by the Company.


 


Section
106.              
Notice to Holders; Waiver


 


Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid (if international mail, by air mail), to each Holder affected by such event, at his address
as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received
by such Holder, whether or not such Holder actually receives such notice.


 


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


 


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


 


Where this Indenture provides for notice
or other communication with respect to any event to a Holder of a Global Security, such notice or other communication shall be
sufficiently given if given to the Depositary for such Security (or its designee), pursuant to its applicable procedures, not later
than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice or other
communication.


 


Section
107.              
Conflict with Trust Indenture Act


 


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


 


Section
108.              
Effect of Headings and Table of Contents


 


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


 


Section
109.              
Successors and Assigns


 


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


 


Section
110.              
Separability Clause


 


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


 



    	 	8	 



     


    

 


Section
111.              
Benefits of Indenture


 


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


 


Section
112.              
Governing Law


 


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


 


Section
113.              
Legal Holidays


 


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


 


Section
114.              
Language of Notices, Etc.


 


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


 


Section
115.              
Interest Limitation


 


It is the intention of the Company to conform
strictly to all applicable usury laws and any subsequent revisions, repeals or judicial interpretations thereof. Accordingly, if
the transactions contemplated hereby would be usurious under any applicable law then, in that event, notwithstanding anything to
the contrary in the Securities or this Indenture, it is agreed as follows: (i) the aggregate of all consideration which constitutes
interest under applicable law with respect to a Security shall under no circumstances exceed the maximum amount allowed by applicable
law, and any excess shall be credited to the principal amount of such Security (or, if the principal amount of such Security shall
have been paid in full, refunded to the Company), to the extent permitted by applicable law; and (ii) in the event that the
maturity of any Security is accelerated or in the event of any redemption of such Security, then such consideration that constitutes
interest under applicable law may never include more than the maximum amount allowed by applicable law, and any excess shall be
credited to the principal amount of such Security (or, if the principal amount of such Security shall be paid in full, refunded
to the Company), to the extent permitted by applicable law. All calculations made to compute the rate of interest with respect
to a Security for the purpose of determining whether such rate exceeds the maximum amount allowed by applicable law shall be made,
to the extent permitted by such applicable law, by allocating and spreading during the period of the full stated term of such Security
all interest any time contracted for, taken, reserved, charged or received by such Holder or by the Trustee on behalf of any such
Holder in connection therewith so that the amount or rate of interest charged for any and all periods of time during the term of
the Security does not exceed the maximum amount or rate of interest allowed to be charged by law during the relevant period of
time. Notwithstanding any of the foregoing, if at any time applicable laws shall be changed so as to permit a higher rate or amount
of interest to be charged than that permitted prior to such change, then unless prohibited by law, references in this Indenture
or any Security to “applicable law” when used in the context of determining the maximum interest or rate of interest
that can be charged shall be deemed to refer to such applicable law as so amended to allow the greater amount or rate of interest.


 


The right to accelerate maturity of any
Security does not include the right to accelerate any interest which has not otherwise accrued to the date of such acceleration,
provided, however, that the foregoing shall not prohibit the continuing accrual after acceleration of interest in accordance with
the terms of the Indenture and such Security.


 



    	 	9	 



     


    

 





Section
116.              
No Personal Liability of Officers, Directors, Employees or Shareholders


 


Obligations of the Company under this Indenture
and the Securities hereunder are payable only out of cash flow and assets of the Company. The Trustee, and each Holder of a Security
by its acceptance thereof, will be deemed to have agreed in this Indenture that no director, officer, employee, or shareholder,
as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any personal liability in respect
of the obligations of the Company under this Indenture or such Securities by reason of his, her or its status. The agreements set
forth in this Section are part of the consideration for the issuance of the Securities.


 


Section
117.              
Applicability of Depositary


 


Notwithstanding any other provision of
this Indenture, so long as a series of Securities is a Global Security, the parties hereto will be bound at all times by the applicable
procedures of the Depositary with respect to such series.


 


Article
II



SECURITY FORMS


 


Section
201.              
Forms Generally


 


The Securities of each series shall be
in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities
exchange or automated quotation system on which the Securities of such series may be listed or traded or of any Depositary therefor
or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by an authorized officer or other authorized Person on behalf of the Company
and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form
by the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form.


 


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


 


Section
202.              
Form of Face of Security


 


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


 


[If a Global Security, insert legend required
by Section 204 of the Indenture]


 


[If applicable, insert—UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


 



    	 	10	 



     


    

 





STERLING BANCORP


 


[TITLE OF SECURITY]


 


	NO.	 	U.S. $




 


[CUSIP No.]


 


STERLING BANCORP, a Delaware corporation
(herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to [       ], or registered assigns, the principal sum of [        ] United States Dollars [state
other currency] on [        ] [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from
[        ], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [        ] and
[        ] in each year, commencing [        ] , at the rate of [        ] % per annum, until the principal hereof is paid or made available for payment
[if applicable, insert—, and at the rate of [        ] % per annum on any overdue principal and premium and on any overdue installment
of interest]. [If applicable, insert—The amount of interest payable for any period shall be computed on the basis of twelve
30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day
year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable
on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect
as if made on the date the payment was originally payable. A “Business Day” shall mean, when used with respect to any
Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law, executive order or regulation to close.] The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the [        ] or [        ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation
system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange
or automated quotation system, all as more fully provided in such Indenture].


 


[If the Security is not to bear interest
prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of [        ] % per annum, which shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest
on any overdue principal that is not so paid on demand shall bear interest at the rate of [        ] % per annum, which shall accrue from
the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.]


 


[If a Global Security, insert—Payment
of the principal of [(and premium, if any)] and [if applicable, insert-any such] interest on this Security will be made by transfer
of immediately available funds to a bank account in [        ] designated by the Holder in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts [state other currency].]


 



    	 	11	 



     


    

 





[If a Definitive Security, insert—Payment
of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at
the office or agency of the Company maintained for that purpose in [        ], [in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws
or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of
any such Paying Agent, at the [main] offices of [        ] in [        ] and [        ] in [        ], or at such other offices or agencies as the Company
may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account
maintained by the payee with, a bank in [        ] (so long as the applicable Paying Agent has received proper transfer instructions in
writing at least [        ] days prior to the payment date)] [if applicable, insert—; provided, however, that payment
of interest may be made at the option of the Company by [United States Dollar] [state other currency] check mailed to the addresses
of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar]
[state other currency] account maintained by the payee with a bank in [        ] [state other Place of Payment] (so long as the applicable
Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]


 


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


 



    	 	12	 



     


    




 


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


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	Dated:	 	 	 	 
	 	 	 	 	 
		 	 	STERLING
    BANCORP
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 




 


Section
203.              
Form of Reverse of Security


 


This Security is one of a duly authorized
issue of securities of the Company (the “Securities”), issued and to be issued in one or more series under an Indenture
dated as of December [16], 2019 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee
(the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Trustee, the Holders of any designated senior debt and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities
may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default
and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof
[if applicable, insert—, limited in aggregate principal amount to U.S. $ [        ]].


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail,
[if applicable, insert—(1) on in any year commencing with the year [        ] and
ending with the year [        ] through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert—on or after
[        ]], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before [
       ], [       ] %, and if redeemed] during the
12-month period beginning [        ] of the years indicated,


  


	Year	 	Redemption Price for 

Redemption Through Operation 

of the Sinking Fund	 	 	Redemption Price for Redemption

 Otherwise Than Through Operation of

 the Sinking Fund	 
	 	 	 	 	 	 	 	 	 



  


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





 



    	 	13	 



     


    







 


[If applicable, insert—The Securities
of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on [
       ] in any year commencing with the year [        ] and ending with the year [        ] through operation of the sinking fund for this series at
the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below, and (2) at any time [if applicable, insert—on or after [        ]], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years
indicated,


 





	Year	 	Redemption Price for 

Redemption Through Operation 

of the Sinking Fund	 	 	Redemption Price for Redemption

 Otherwise Than Through Operation of

 the Sinking Fund	 
	 	 	 	 	 	 	 	 	 



  


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


 


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


 


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


 


[If applicable, insert—The Securities
of this series are not redeemable prior to Stated Maturity.]


 


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


 


[If the Security is an Original Issue Discount
Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount
of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal
so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company’s obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]


 


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


 






    	 	14	 



     


    

 





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


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and [any premium and] interest on this Security at the times,
place(s) and rate, and in the coin or currency, herein prescribed, except for Section 115 of the Indenture (which limits interest
to the maximum amount permissible by law), the provisions of which are incorporated herein by reference.


 


[If a Global Security, insert—This
Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances
provided in the Indenture.


 


The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture
and will not be considered the Holders thereof for any purpose under the Indenture.]


 


[If a Definitive Security, insert—As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if
applicable, insert—any place where the principal of and any premium and interest on this Security are payable] [if applicable,
insert—[         ] [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided
in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of [         ] in [         ] and in [       ] or at such
other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.]


 


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


 


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


 


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


 


This Security is subordinated in right
of payment to any designated senior debt, to the extent provided in the Indenture.


 






    	 	15	 



     


    




 





Obligations of the Company under the Indenture
and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. The Trustee,
and each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer,
employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or
its status.


 


The Indenture contains provisions that
relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and
discharge at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture.


 


This Security shall be governed by and
construed in accordance with the laws of the state of New York.


 


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


 


[If a Definitive Security, insert as a
separate page—


 


FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto [           ] (Please Print or Typewrite Name and Address of Assignee) the within instrument of STERLING
BANCORP, and does hereby irrevocably constitute and appoint [         ] Attorney to transfer said instrument on the books of the within-named
Company, with full power of substitution in the premises.


 


Please Insert Social Security or

Other Identifying Number of Assignee:


 


	Dated:	 	 	 	(Signature)




 


Signature Guarantee:


 


(Participant in a Recognized Signature

Guaranty Medallion Program)


 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.]


 


Section
204.              
Section 204. Global Securities


 


Every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE
A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


If Securities of a series are issuable
in whole or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding Clause (9)
of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount,
or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of
Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect
to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel).


 



    	 	16	 



     


    

 





The provisions of the last sentence of
Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal
amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303.


 


Section
205.              
Form of Trustee’s Certificate and Authorization


 


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


 


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


 


	 	U.S.
                                         Bank National Association
 As Trustee
	 	 
	 	 
	 	By: 	 
			Authorized
    Signatory




 


Article
III



THE SECURITIES


 


Section
301.              
Amount Unlimited; Issuable in Series


 


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


 


The Securities may be issued in one or
more series. There shall be established in or pursuant to a Board Resolution (and, subject to Section 303, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate or Company Order setting forth, or determining
the manner of, such establishment) or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series,


 


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


 


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


 


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


 


(4) the date or dates on which the Securities
will be issued and on which the principal of, and premium, if any, on the Securities of the series is payable or the method of
determination thereof;


 



    	 	17	 



     


    

 





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


 


(6) the place or places where, subject
to the provisions of Section 1002, the principal of and any premium and interest on Securities of the series shall be payable,
Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange
and notices, and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;


 


(7) the period or periods, if any, within
which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole
or in part, at the option of the Company or otherwise, if the Company is to have that option;


 


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


 


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


 


(10) whether payment of principal of and
premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental
charges paid by Holders of the series;


 


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


 


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


 


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


 


(14) the right, if any, of the Company
to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest
Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred
shall be payable;


 


(15) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504 or the method of determination
thereof;


 


(16) if and as applicable, that the Securities
of the series shall be issuable in whole or in part in the form of one or more Global Securities (and whether in temporary or permanent
global form) and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances
other than those set forth in Section 305 in which any such Global Security may be transferred to, and registered and exchanged
for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and
in which any such transfer may be registered;


 


(17) any deletions from, modifications
of or additions to the Events of Default set forth in Section 501 or the covenants of the Company set forth in Article X
pertaining to the Securities of the series;


 



    	 	18	 



     


    

 





(18) if and the terms and conditions upon
which any Securities of the series may be converted into or exchanged for securities, which may include, without limitation, capital
stock, of any class or series of the Company or any other issuer;


 


(19) if the amount of payments of principal
of or any premium or interest on any Securities of the series may be determined with reference to an index, including, but not
limited to an index based on a currency or currencies other than that in which the Securities of that series are payable, or any
other type of index, the manner in which such amounts shall be determined;


 


(20) if other than as provided in Sections 1302
and 1303, the terms and conditions upon which and the manner in which such series of Securities may be defeased or discharged;


 


(21) if other than the Trustee, the identity
of any other trustee, the Security Registrar and any Paying Agent;


 


(22) any restrictions or other provisions
with respect to the transfer or exchange of the Securities; and


 


(23) any other terms of the Securities
of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(3)).


 


All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
or Officers’ Certificate referred to above or in any such indenture supplemental hereto.


 


Any such Board Resolution or Officers’
Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial issuance
of the Securities of such series shall be incorporated herein by reference with respect to Securities of such series and shall
thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board
Resolution or Officers’ Certificate were set forth herein in full.


 


All Securities of any one series need not
be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases
in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.


 


If any of the terms of the series are established
by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized
officer or other authorized person of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth, or providing the manner for determining, the terms of the series.


 


With respect to Securities of a series
subject to a Periodic Offering, such Board Resolution or Officers’ Certificate may provide general terms for Securities of
such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company
Order, or that such terms shall be determined by the Company, or one or more of the Company’s agents designated in an Officers’
Certificate, in accordance with a Company Order.


 


Section
302.              
Denominations


 


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


 


Section
303.              
Execution, Authentication, Delivery and Dating


 


The Securities shall be executed on behalf
of the Company by the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or any
Vice President of the Company and need not be attested. The signature of any of these officers on the Securities may be manual
or facsimile.



 



    	 	19	 



     


    

 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities
offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company
or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant
to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the
form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, in addition to any Officers’ Certificate and Opinion
of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,


 


(1) the form and terms (or the manner of
determining the terms) of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201,
that such form or forms have been established in conformity with the provisions of this Indenture;


 


(2) if the terms of such Securities have
been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution
as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering,
will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered
in a Periodic Offering, to any conditions specified in such Opinion of Counsel (which conditions are reasonably acceptable to the
Trustee);


 


(3) that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, which conditions are reasonably acceptable to the Trustee, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and
entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding;
and


 


(4) such other matters as the Trustee may
reasonably request;


 


and, if the authentication and delivery relates to a new series
of Securities created by an indenture supplemental hereto, also stating that all conditions precedent to the execution of the supplemental
indenture with respect to that series of Securities have been complied with, the Company has the power to execute and deliver any
such supplemental indenture and has taken all necessary action for those purposes and any such supplemental indenture has been
executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its
terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium
or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable
principles, whether applied in an action at law or in equity).


 


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


 



    	 	20	 



     


    

 


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


 


With respect to Securities of a series
not to be originally issued at one time, the Trustee may rely upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such
series and any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance
shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers’
Certificate shall be true and correct as if made on such date.


 


Each Security shall be dated the date of
its authentication.


 


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


 


Section
304.              
Temporary Securities


 


Pending the preparation of Definitive Securities
of any series, the Company may execute, and upon receipt of the documents required by Section 303, together with a Company
Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities of like series in
lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are
issued, the Company will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of Definitive Securities of such series, the temporary Securities of such series shall be exchangeable for Definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained pursuant
to Section 1002 for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor one or more Definitive Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor. Until so exchanged the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as Definitive Securities of such series and tenor.


 


Section
305.              
Registration, Registration of Transfer and Exchange


 


The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company in a
Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The
Company shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such
Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice
to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the
Security Register shall be available for inspection by the Trustee.


 



    	 	21	 



     


    

 





Upon surrender for registration of transfer
of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


 


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


 


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


 


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


 


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


 


Neither the Trustee nor the Company shall
be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and specified tenor,
as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of
redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on
the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.


 


Notwithstanding any other provision in
this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to,
or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security
or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated
and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security,
except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange
Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has
occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from
the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case
the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its
sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such
Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination
and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion
thereof may be registered to, such Persons as such Depositary shall direct.


 



    	 	22	 



     


    

 





Section
306.              
Mutilated, Destroyed, Lost and Stolen Securities


 


If any mutilated Security is surrendered
to the Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each of them
and any agent of either of them harmless, the Company shall execute and upon its request 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 (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If,
after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security
was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security
from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Company and the Trustee in connection therewith.


 


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 exchange for any mutilated Security or in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated,
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
307.              
Payment of Interest; Interest Rights Preserved


 


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


 


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


 


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


 



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


 


Subject to the foregoing provisions of
this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security, shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.


 


For each series of Securities, the Company
shall, prior to 10:30 a.m. (New York City time) on each payment date for principal and premium, if any, and interest, if any,
deposit with the Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment date.


 


Section
308.              
Persons Deemed Owners


 


Except as otherwise provided as contemplated
by Section 301 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Sections 305
and 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial interest in
any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such
Global Security for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


Section
309.              
Cancellation


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall
be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled
as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of in accordance with its customary procedures, and the Trustee shall thereafter, from time to time upon written request,
deliver to the Company a certificate with respect to such disposition.


 



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Section
310.              
Computation of Interest


 


Except as otherwise specified as contemplated
by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on
the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.


 


Section
311.              
CUSIP Numbers


 


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


 


Article
IV



SATISFACTION AND DISCHARGE


 


Section
401.              
Satisfaction and Discharge of Indenture


 


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


 


(1) either


 


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


 


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


 


(i) have become due and payable,


 


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


 


(iii) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


 


and the Company in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for this purpose an amount of money
in the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the
date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;


 


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


 


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


 



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Notwithstanding the satisfaction and discharge
of this Indenture with respect to Securities of any series, (i) the obligations of the Company to the Trustee under Section 607,
the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign under
Section 610 shall survive, and (ii) if money shall have been deposited with the Trustee pursuant to subclause (B)
of Clause (1) of this Section, the obligations of the Company and/or the Trustee under Sections 402, 606, 701 and 1002
and the last paragraph of Section 1003 shall survive.


 


Section
402.              
Application of Trust Money


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
and any premium and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated
from other funds except to the extent required by law.


 


Article
V



REMEDIES


 


Section
501.              
Events of Default


 


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


 


(1) default in the payment of any interest
upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days
(whether or not such payment is prohibited by the provisions of Article XIV hereof); or


 


(2) default in the payment of the principal
of (or premium, if any, on) any Security of that series at its Maturity (whether or not such payment is prohibited by the provisions
of Article XIV hereof); or


 


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


 


(4) the Company pursuant to or within the
meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of any order for relief against
it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property,
or (D) makes a general assignment for the benefit of its creditors; or


 


(5) a court of competent jurisdiction enters
an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints
a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 90 days; or


 


(6) any other Event of Default provided
as contemplated by Section 301 with respect to Securities of that series.


 



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Section
502.              
Acceleration of Maturity; Rescission and Annulment


 


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


 


At any time after such a declaration of
acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if


 


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


 


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


 


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


 


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


 


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


 


and


 


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


 


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


 


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


 


The Company covenants that if


 


(1) default is made in the payment of any
interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days (whether
or not such payment is prohibited by the provisions of Article XIV hereof), or


 


(2) default is made in the payment of the
principal of (or premium, if any, on) any Security at the Maturity thereof (whether or not such payment is prohibited by the provisions
of Article XIV hereof),


 


the Company will, upon demand of the Trustee, pay to it, for
the benefit of Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and other amounts due to the Trustee pursuant to Section 607.


 


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


 






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


 


Section
504.              
Trustee May File Proofs of Claim


 


In case of any judicial proceeding relative
to the Company, or any other obligor upon the Securities, their property or their creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to 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 607.


 


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


 


Section
505.              
Trustee May Enforce Claims Without Possession of Securities


 


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due to the Trustee
under Section 607, be for the ratable benefit of Holders of the Securities in respect of which such judgment has been recovered.


 


Section
506.              
Application of Money Collected


 


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


 


FIRST: To the payment of all amounts due
the Trustee under Section 607;


 


SECOND: Subject to Article XIV, to
the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and any premium and interest, respectively; and


 


THIRD: The balance, if any, to the Company.


 






     28


     


    

 


Section
507.              
Limitation on Suits


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Sections 305 and 307) interest on such Security on the respective Stated Maturity
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section
509.              
Restoration of Rights and Remedies


 


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


 


Section
510.              
Rights and Remedies Cumulative


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 






     29


     


    

 


Section
511.              
Delay or Omission Not Waiver


 


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


 


Section
512.              
Control by Holders


 


Subject to the provisions of Section 603,
Holders of a majority in aggregate 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, however, that


 


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


 


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


 


(3) subject to the provisions of Section 601,
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the
proceeding so directed would involve the Trustee in personal liability or would otherwise be contrary to applicable law.


 


Section
513.              
Waiver of Past Defaults


 


Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series may on behalf of Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except


 


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


 


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


 


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


 


Section
514.              
Undertaking for Costs


 


In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however,
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or
to make such an assessment in any suit instituted by the Trustee, in 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 to which the suit relates, or in
any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any
Security on or after the respective Stated Maturity expressed by such Security (or, in the case of redemption or repayment, on
or after the Redemption Date).


 






     30


     


    

 


Article
VI



THE TRUSTEE


 


Section
601.              
Certain Duties and Responsibilities


 


(a) Except during the continuance of an
Event of Default with respect to any series of Securities,


 


(1) the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and
no implied covenants or obligations shall read into this Indenture against the Trustee; and


 


(2) in the absence of bad faith on its
part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
on their face to the requirements of this Indenture.


 


(b) In case an Event of Default with respect
to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series
such 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.


 


(c) No provisions of this Indenture shall
be construed to relieve the Trustee from liability for its own gross negligent action, its own gross negligent failure to act,
or its own willful misconduct, except that


 


(3) this Subsection shall not be construed
to limit the effect of Subsection (a) of this Section;


 


(4) the Trustee shall not be liable for
any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent
in ascertaining the pertinent facts;


 


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


 


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


 


(d) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.


 


Section
602.              
Notice of Defaults


 


If a Default occurs and is continuing with
respect to the Securities of any series, the Trustee shall, within 90 days after it occurs, transmit, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, notice of all uncured or unwaived Defaults known to it;
provided, however, that, except in the case of a Default in payment on the Securities of any series, the Trustee shall be
protected in withholding the notice if and so long as the board of directors, the executive committee or a trust committee of directors
or responsible officers of the Trustee determine in good faith that withholding such notice is in the interests of Holders of Securities
of such series; provided, further, however, that, in the case of any default or breach of the character specified in Section 501(3)
with respect to the Securities of such series, no such notice to Holders shall be given until at least 90 days after the occurrence
thereof.


 


The Trustee shall not be deemed to have
notice or be charged with knowledge of any Default, except a Default under Sections 501(1) or 501(2) herein, unless the Trustee
shall have received from the Company or from any Holder written notice thereof at its Corporate Trust Office, and such notice references
the Securities in this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default exists.


 






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Section
603.              
Certain Rights of Trustee


 


Subject to the provisions of Section 601:


 


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


 


(2) any request, direction, order or demand
of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (or in the case of a Periodic
Offering, as agreed in procedures set forth in a Company Order pursuant to Section 303) and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


(5) the Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant
to this Indenture, 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;


 


(6) the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may, without obligation to do so, make such further inquiry or investigation into such facts or matters as it
may see fit; and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or attorney and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;


 


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


 


(8) the Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized
to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered
and not superseded.


 


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


 


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


 


Section
604.              
Not Responsible for Recitals or Issuance of Securities


 


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


 






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Section
605.              
May Hold Securities


 


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


 


Section
606.              
Money Held in Trust


 


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


 


Section
607.              
Compensation and Reimbursement


 


The Company agrees:


 


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


 


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


 


(3) to indemnify the Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder
(and the reasonable fees and disbursements of its agents, attorneys, accountants and experts and taxes (other than taxes based
upon, measured by or determined by the income of the Trustee)).


 


The obligations of the Company under this
Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.


 


The Trustee shall have a lien prior to
the Securities upon all property and funds held or collected by it as such for any amount owing to it pursuant to this Section
607, except with respect to funds held in trust for the benefit of the Holders.


 


Without limiting any rights available to
the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in Section 501(4) or Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.


 


The provisions of this Section shall survive
the satisfaction and discharge of this Indenture and the defeasance of the Securities and the resignation or removal of the Trustee.


 


Section
608.              
Disqualification; Conflicting Interests


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 






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Section
609.              
Corporate Trustee Required; Eligibility


 


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


 


Section
610.              
Resignation and Removal; Appointment of Successor


 


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


 


The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


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


 


If at any time:


 


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


 


(2) the Trustee shall cease to be eligible
under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or


 


(3) the Trustee shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, in any such case, (A) the Company, acting pursuant to the authority of a Board Resolution, may remove
the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


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


 






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The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section
611.              
Acceptance of Appointment by Successor


 


(1) In case of the appointment hereunder
of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges and subject to any claim provided for in Section 607, execute
and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


(2) In case of the appointment hereunder
of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (A) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates, (B) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (C) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees as co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, but, on request of the Company, or any successor Trustee, such retiring
Trustee shall, upon payment of its charges and subject to any claim provided for in Section 607, duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.


 


(3) Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be.


 


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








 






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


 


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


 


Section
613.              
Preferential Collection of Claims Against the Company


 


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


 


Section
614.              
Appointment of Authenticating Agent


 


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


 


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


 


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


 


Except with respect to an Authenticating
Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.


 






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


 


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











 





	 	     	   	U.S. Bank National Association
	 	 	 	As Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Date: 	 	 	By:	          
	 	 	 	 	 
	 	 	 	As Authenticating Agent
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Authorized Signatory





 


Article
VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY


 


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


 


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


 


(1) semi-annually, not later than each
Interest Payment Date in each year, a list for each series of Securities, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of such series as of the preceding Regular Record Date, and


 


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


 


provided, however, that if and so
long as the Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to
such series of Securities.


 


Section
702.              
Preservation of Information; Communications to Holders


 


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


 


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


 


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


 


Section
703.              
Reports by Trustee


 


As promptly as practicable after each May 15
beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Holder a brief report dated as of May 15 that complies with Trust Indenture Act Section 313(a). The
Trustee shall also comply with Trust Indenture Act Section 313(b). Prior to delivery to the Holders, the Trustee shall deliver
to the Company a copy of any report it delivers to Holders pursuant to this Section 703; provided, however,
that no recourse may be taken against the Trustee for its failure to deliver a copy of such report to the Company prior to its
delivery of the report to the Holders.


 






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A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.


 


Section
704.              
Reports by the Company


 


The Company shall file with the Trustee
and the Commission, and transmit to Holders, in accordance with rules and regulations prescribed from time to time by the Commission,
such information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations.


 


Article
VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
801.              
The Company May Consolidate, Etc., Only on Certain Terms


 


The Company shall not, in a single transaction
or a series of related transactions, consolidate with or merge into any other Person or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets to, any other Person, unless:


 


(1) the Person formed by such consolidation
or into which the Company is merged or the Person which acquires by sale, conveyance or transfer or other disposition, or which
leases, all or substantially all of the properties and assets of the Company shall be a corporation, partnership or trust, shall
be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance
or observance of every other covenant of this Indenture on the part of the Company to be performed or observed;


 


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


 


(3) if, as a result of any such consolidation
or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge,
lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person,
as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby; and


 


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


 


Section
802.              
Successor Substituted


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any sale, conveyance, transfer, lease or other disposition of all or substantially
all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Securities and coupons and may liquidate and dissolve.


 






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Article
IX



SUPPLEMENTAL INDENTURES


 


Section
901.              
Supplemental Indentures Without Consent of Holders


 


Without the consent of any Holders of Securities,
the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1) to evidence the succession of another
Person to the Company under this Indenture and the Securities and the assumption by such successor Person of the obligations of
the Company hereunder;


 


(2) to add covenants and Events of Default
for the benefit of the Holders of all or any series of such Securities or to surrender any right or power conferred by this Indenture
upon the Company or to make any change that does not adversely affect the legal rights hereunder of any Holder in any material
respect;


 


(3) to add to, change or eliminate any
of the provisions of this Indenture, provided that any such addition, change or elimination shall become effective only
after there are no such Securities of any series entitled to the benefit of such provision outstanding;


 


(4) to establish the forms or terms of
the Securities of any series issued hereunder;


 


(5) to cure any ambiguity or correct any
defect or inconsistency in this Indenture;


 


(6) to evidence the acceptance of appointment
by a successor Trustee with respect to one or more series of Securities or otherwise;


 


(7) to qualify this Indenture under the
Trust Indenture Act;


 


(8) to provide for uncertificated securities
in addition to certificated securities;


 


(9) to supplement any provisions of this
Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such
action does not adversely affect the interests of the Holders of Securities of such series or any other series; and


 


(10) to comply with the rules or regulations
of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.


 


Section
902.              
Supplemental Indentures with Consent of Holders


 


With the consent of the Holders of not
less than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture (voting
as one class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner
the rights of Holders of Securities of such series under this Indenture; provided that the Company and the Trustee may not,
without the consent of the Holder of each Outstanding Security affected thereby,


 


(1) change the Stated Maturity of the principal
of, or any installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium,
if any, on or the rate of interest thereon or adversely affect any right to convert or exchange any Security into any other security,
or alter the method of computation of interest;


 


(2) reduce the percentage in principal
amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture;


 






     39


     


    

 


(3) change the Company’s obligation
to maintain an office or agency for payment of Securities and the other matters specified herein;


 


(4) impair the right to institute suit
for the enforcement of any payment of principal of, premium, if any, or interest on, any Security;


 


(5) modify the provisions of this Indenture
with respect to the subordination of any Security in a manner adverse to the Holder thereof; or


 


(6) modify any of the provisions of this
Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in
this Section or modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to
increase any required percentage or to provide that other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby.


 


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


 


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


 


Section
903.              
Execution of Supplemental Indentures


 


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


 


Section
904.              
Effect of Supplemental Indentures


 


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


 


Section
905.              
Conformity with Trust Indenture Act


 


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


 


Section
906.              
Reference in Securities to Supplemental Indentures


 


Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series. Failure to make a notation or issue a new Security shall not affect the validity and effect
of any amendment, supplement or waiver.


 






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Article
X



COVENANTS


 


Section
1001.           
Payment of Principal, Premium and Interest


 


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


 


Section
1002.           
Maintenance of Office or Agency


 


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


 


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


 


Except as otherwise specified with respect
to a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of Payment
for each series of Securities to be the Corporate Trust Office, and initially appoints the Trustee as Paying Agent at its office
at 100 Wall Street, 6th Floor, New York, New York 10005, as the Company’s office or agency for each such purpose
in such city.


 


With respect to any Global Security, and
except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office shall
be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer
or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the applicable procedures of the Depositary for such Global Security shall be deemed
to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.


 


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


 


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


 


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


 






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The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held
by it for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the
making of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) during
the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent for payment in respect of the Securities of that series.


 


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


 


Any money deposited with the Trustee or
any Paying Agent in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining
unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company pursuant
to a Company Request and the Trustee or any Paying Agent shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the state which escheat laws control for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment,
may at the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be paid to the state whose escheat laws control.


 


Section
1004.           
Statement by Officers as to Default


 


The Company will deliver to the Trustee,
within 150 days after the end of each Fiscal Year of the Company ending after the date hereof, an Officers’ Certificate,
stating whether or not to the best knowledge of the signer or signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge.


 


Section
1005.           
Waiver of Certain Covenants


 


The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections 1002 through 1004 with respect to the Securities
of any series if before the time for such compliance Holders of at least a majority in aggregate principal amount of the Outstanding
Securities of all affected series (voting as one class) shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


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


 






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Article
XI



REDEMPTION OF SECURITIES


 


Section
1101.           
Applicability of Article


 


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


 


Section
1102.           
Election to Redeem; Notice to Trustee


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all
the Securities of any series, the Company shall, not less than 35 nor more than 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities (1) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction or condition.


 


Section
1103.           
Selection by Trustee of Securities to be Redeemed


 


If less than all the Securities of any
series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, on a pro rata basis or by any other method which the
Trustee deems fair and appropriate and which complies with any securities exchange or other applicable requirements for redemption
of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple in excess thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities
of that series.


 


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


 


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


 


Section
1104.           
Notice of Redemption


 


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


 


All notices of redemption shall state:


 


(1) the Redemption Date,


 


(2) the Redemption Price,


 


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


 


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


 


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


 






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


 


Notice of redemption of Securities to be
redeemed shall be given by the Company or, at the Company’s request made at least five Business Days prior to the date on
which notice is to be given, by the Trustee in the name and at the expense of the Company.


 


Section
1105.           
Deposit of Redemption Price


 


On or prior to 10:30 a.m. (New York
City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date. The Trustee shall not be required to make any such deposit in the event that the Company
fails to do so. The contemplated redemption shall be conditioned on the deposit by the Company of the required moneys thereby.


 


Section
1106.           
Securities Payable on Redemption Date


 


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


 


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


 


Section
1107.           
Securities Redeemed in Part


 


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


 


Article
XII



SINKING FUNDS


 


Section
1201.           
Applicability of Article


 


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


 


The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any 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 1202. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of Securities of such series.


 






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Section
1202.           
Satisfaction of Sinking Fund Payments with Securities


 


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


 


Section
1203.           
Redemption of Securities for Sinking Fund


 


Not less than 45 days prior to each
sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing 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 Securities of that series pursuant to Section 1202 and
stating the basis for such credit and that such Securities have not been previously so credited, and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


 


Article
XIII



DEFEASANCE


 


Section
1301.           
Applicability of Article


 


The provisions of this Article shall be
applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities of such
series.


 


Section
1302.           
Legal Defeasance


 


In addition to discharge of the Indenture
pursuant to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities
of such a series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions of
this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration
of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution
of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not
upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith (including,
but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the
rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the
expense of the Company, shall, upon a Company Request, execute proper instruments acknowledging the same, if the conditions set
forth below are satisfied (hereinafter, “defeasance”):


 


(1) The Company has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust, for the purposes of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of Holders of the Securities of such series (A) cash in an amount,
or (B) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United
States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure
the availability of cash, or (C) a combination thereof, certified to be 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 (i) the
principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium,
if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory
sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series;


 






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(2) The Company has delivered to the Trustee
an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law,
in either case to the effect that, and such opinion shall confirm 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, defeasance and discharge and will be subject
to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred;


 


(3) If the Securities are to be redeemed
prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;


 


(4) No Event of Default or event which
with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such
deposit;


 


(5) Such defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within
the meaning of such Act);


 


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


 


(7) Such defeasance shall not result in
the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and


 


(8) The Company has 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 provision have been complied with.


 


For this purpose, such defeasance means
that the Company and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire
debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only
for the purposes of Section 1304 and the rights and obligations referred to in Clauses (i) through (vii), inclusive,
of the first paragraph of this Section, and to have satisfied all its other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are concerned.


 


Section
1303.           
Covenant Defeasance


 


The Company and any other obligor shall
be released on the 91st day after the date of the deposit referred to in Clause (1) below from its obligations under
Sections 704 and 801 with respect to the Securities of any series on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”), and the Securities of such series shall thereafter be deemed
to be not “Outstanding” for the purposes of any request, demand, authorization, direction, notice, waiver, consent
or declaration or other action or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to the Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein
to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission
to comply shall not constitute a Default or an Event of Default under Section 501, but, except as specified above, the remainder
of this Indenture and the Securities of such series shall be unaffected thereby. The following shall be the conditions to application
of this Section 1303:


 






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(1) The Company has irrevocably deposited
or caused to be deposited 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 Holders of the Securities of such series, (A) cash in an
amount, or (B) in the case of any series of Securities the payments on which may only be made in legal coin or currency of
the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as
will insure the availability of cash, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (i) the
principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium,
if any, is due and payable or on any Redemption Date established pursuant to Clause (2) below, and (ii) any mandatory
sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the
Securities of such series, provided, that if such U.S. Government Obligations are callable or redeemable at the option of the issuer
thereof, the amount of such money and U.S. Government Obligations deposited with the Trustee must be sufficient to pay and discharge
the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior
to the Redemption Date or mandatory sinking fund payment date;


 


(2) If the Securities are to be redeemed
prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;


 


(3) No Event of Default or event which
with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such
deposit;


 


(4) The Company has delivered to the Trustee
an Opinion of Counsel which shall confirm 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 amount and in the same manner and at the same time as would have been the case if such deposit and covenant defeasance
had not occurred;


 


(5) Such covenant defeasance shall not
cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in
default within the meaning of such Act);


 


(6) Such covenant defeasance shall not
result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a
party or by which it is bound;


 


(7) Such covenant defeasance shall not
result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act
of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and


 


(8) The Company has delivered to the Trustee
an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent provided for relating to the covenant
defeasance contemplated by this provision have been complied with.


 


Section
1304.           
Application by Trustee of Funds Deposited for Payment of Securities


 


Subject to the provisions of the last paragraph
of Section 1003, all moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section 1302 or
1303 (and all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to Holders of the
particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except
to the extent required by law.


 






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Section
1305.           
Repayment to the Company


 


The Trustee and any Paying Agent promptly
shall pay or return to the Company upon Company Request any money and U.S. Government Obligations held by them at any time
that are not required for the payment of the principal of and any interest on the Securities of any series for which money or U.S. Government
Obligations have been deposited pursuant to Section 1302 or 1303, which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amounts required
to effect the defeasance with respect to the Outstanding Securities in question.


 


The provisions of the last paragraph of
Section 1003 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for
two years after the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 1302 or 1303.


 


Section
1306.           
Reinstatement


 


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


 


Article
XIV



SUBORDINATION OF SECURITIES


 


Section
1401.           
Securities Subordinated to Senior Debt


 


The payment by the Company of the principal
of, premium, if any, and interest, if any, on any series of Securities issued hereunder shall be subordinated to the extent set
forth in an indenture supplemental hereto relating to such Securities.


 






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IN WITNESS WHEREOF, the parties hereto
have caused this Indenture to be duly executed in multiple counterparts, each of which so executed shall be deemed to be an original,
but all of which shall together constitute but one and the same instrument, all as of the day and year first above written.


 


 





	  	STERLING BANCORP
	 	 	 
	 	 	 
	 	By:	/s/ Jack Kopnisky
	 	Name:	Jack Kopnisky
	 	Title:	President and Chief Executive Officer
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Michelle Mena-Rosado
	 	Name:	Michelle Mena-Rosado
	 	Title:	Vice President 








 





[Signature Page to the Indenture]