Exhibit 4.6


 


Exhibit B





 


BNC BANCORP


 


Issuer


 


and


 


[                           
]


 


Trustee


 


SUBORDINATED INDENTURE


 


Dated as of [                             
], 20[  ]


 


Subordinated Debt Securities


 




    i


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE One	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Compliance Certificates and Opinions	7
	Section 1.03	Form of Documents Delivered to Trustee	7
	Section 1.04	Acts of Holders	8
	Section 1.05	Notices, Etc., to Trustee and Company	9
	Section 1.06	Notice to Holders; Waiver	9
	Section 1.07	Language of Notices	9
	Section 1.08	Conflict With Trust Indenture Act	9
	Section 1.09	Effect of Headings and Table of Contents	10
	Section 1.10	Successors and Assigns	10
	Section 1.11	Separability Clause	10
	Section 1.12	Benefits of Indenture	10
	Section 1.13	Governing Law	10
	Section 1.14	Legal Holidays	10
	Section 1.15	When Securities Disregarded	10
	Section 1.16	USA Patriot Act	10
	Section 1.17	Force Majeure	11
	Section 1.18	Calculations	11
	 	 	 
	ARTICLE Two	SECURITIES FORMS	11
	 	 	 
	Section 2.01	Forms Generally	11
	Section 2.02	Form of Trustee’s Certificate of Authentication	11
	Section 2.03	Securities in Global Form	12
	 	 	 
	ARTICLE Three	THE SECURITIES	12
	 	 	 
	Section 3.01	Amount Unlimited; Issuable in Series	12
	Section 3.02	Denominations	15
	Section 3.03	[Intentionally Omitted]	15
	Section 3.04	Execution, Authentication, Delivery and Dating	15
	Section 3.05	Temporary Securities	15
	Section 3.06	Registration, Transfer and Exchange	16
	Section 3.07	Mutilated, Destroyed, Lost and Stolen Securities	17
	Section 3.08	Payment of Interest; Interest Rights Preserved	18
	Section 3.09	Persons Deemed Owners	19
	Section 3.10	Cancellation	19
	Section 3.11	Computation of Interest	19
	Section 3.12	Cusip Numbers	19
	 	 	 
	ARTICLE Four	SATISFACTION AND DISCHARGE	19
	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	19
	Section 4.02	Application of Trust Money	20
	Section 4.03	Satisfaction, Discharge and Defeasance of Securities of Any Series	20



 






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	ARTICLE Five	REMEDIES	22
	 	 	 
	Section 5.01	Events of Default	22
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	23
	Section 5.03	Collection of Indebtedness and Suits For Enforcement By Trustee	23
	Section 5.04	Trustee May File Proofs of Claim	24
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	25
	Section 5.06	Application of Money or Property Collected	25
	Section 5.07	Limitation on Suits	25
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium,
Interest and Additional Amounts	26
	Section 5.09	Restoration of Rights and Remedies	26
	Section 5.10	Rights and Remedies Cumulative	26
	Section 5.11	Delay or Omission Not Waiver	26
	Section 5.12	Control By Holders	26
	Section 5.13	Waiver of Past Defaults	26
	Section 5.14	Waiver of Stay or Extension Laws	27
	 	 	 
	ARTICLE Six	THE TRUSTEE	27
	 	 	 
	Section 6.01	Certain Duties and Responsibilities	27
	Section 6.02	Notice of Defaults	28
	Section 6.03	Certain Rights of Trustee	28
	Section 6.04	Not Responsible For Recitals or Issuance of Securities	29
	Section 6.05	May Hold Securities	29
	Section 6.06	Money Held In Trust	30
	Section 6.07	Compensation and Reimbursement	30
	Section 6.08	Corporate Trustee Required; Eligibility; Conflicting Interests	30
	Section 6.09	Resignation and Removal; Appointment of Successor	30
	Section 6.10	Acceptance of Appointment By Successor	32
	Section 6.11	Merger, Conversion, Consolidation or Succession to Business	33
	Section 6.12	Appointment of Authenticating Agent	33
	 	 	 
	ARTICLE Seven	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	34
	 	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	34
	Section 7.02	Preservation of Information; Communications to Holders	34
	Section 7.03	Reports By Trustee	34
	Section 7.04	Reports By Company	34
	 	 	 
	ARTICLE Eight	CONSOLIDATION, MERGER AND SALES	35
	 	 	 
	Section 8.01	Company May Consolidate Etc., Only on Certain Terms	35
	Section 8.02	Successor Corporation Substituted For Company	35
	 	 	 
	ARTICLE Nine	SUPPLEMENTAL INDENTURES	36
	 	 	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	36
	Section 9.02	Supplemental Indentures With Consent of Holders	37
	Section 9.03	Execution of Supplemental Indentures	37
	Section 9.04	Effect of Supplemental Indentures	38
	Section 9.05	Conformity With Trust Indenture Act	38
	Section 9.06	Reference in Securities to Supplemental Indentures	38
	Section 9.07	Subordination Unimpaired	38



 






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	ARTICLE Ten	COVENANTS	38
	 	 	 
	Section 10.01	Payment of Principal, Premium, If Any, and Interest	38
	Section 10.02	Maintenance of Office or Agency	38
	Section 10.03	Money For Securities Payments to Be Held in Trust	39
	Section 10.04	Additional Amounts	40
	Section 10.05	Statement As To Compliance; Notice of Certain Defaults	40
	Section 10.06	Payment of Taxes and Other Claims	41
	Section 10.07	Corporate Existence	41
	Section 10.08	Waiver of Certain Covenants	41
	 	 	 
	ARTICLE Eleven	REDEMPTION OF SECURITIES	41
	 	 	 
	Section 11.01	Applicability of Article	41
	Section 11.02	Election To Redeem; Notice To Trustee	41
	Section 11.03	Selection By Trustee of Securities To Be Redeemed	41
	Section 11.04	Notice of Redemption	42
	Section 11.05	Deposit of Redemption Price	43
	Section 11.06	Securities Payable on Redemption Date	43
	Section 11.07	Securities Redeemed in Part	43
	Section 11.08	Conversion Arrangements on Call for Redemption	44
	 	 	 
	ARTICLE Twelve	SINKING FUNDS	44
	 	 	 
	Section 12.01	Applicability of Article	44
	Section 12.02	Satisfaction of Sinking Fund Payments With Securities	44
	Section 12.03	Redemption of Securities For Sinking Fund	45
	 	 	 
	ARTICLE
    Thirteen	SUBORDINATION	45
	 	 	 
	Section 13.01	Securities Subordinated To Senior Indebtedness	45
	Section 13.02	Subrogation	46
	Section 13.03	Obligation of Company Unconditional	47
	Section 13.04	Payment on Securities Permitted	47
	Section 13.05	Effectuation of Subordination by Trustee	47
	Section 13.06	Knowledge of Trustee	47
	Section 13.07	Trustee’s Relation To Senior Indebtedness	48
	Section 13.08	Rights Of Holders Of Senior Indebtedness Not Impaired	48


 




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BNC 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), (2) and (5)	 	6.08
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	6.08
	§311(a)	 	6.05
	(b)	 	6.05
	§312(a)	 	7.01, 7.02(a)
	(b)	 	7.02(b)
	(c)	 	7.03
	§313(a)	 	7.03(a)
	(b)	 	7.03(b)
	(c)	 	7.03(c)
	(d)	 	7.04
	§314(a)(1), (2) and (3)	 	7.04, 7.03
	(a)(4)	 	7.04
	(b)	 	Not Applicable
	(c)(1)	 	1.02
	(c)(2)	 	1.02
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.02
	§315(a)	 	6.01
	(b)	 	6.02
	(c)	 	6.01
	(d)	 	6.01
	(e)	 	6.07
	§316(a)	 	5.12, 5.13
	(b)	 	5.08
	(c)	 	1.04
	§317(a)	 	5.03, 5.04
	(b)	 	10.03
	§318(a)	 	1.08




 



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SUBORDINATED INDENTURE, dated as of ________,
20__ (the “Indenture”), is made by and between BNC BANCORP, a corporation duly organized and existing under the laws
of the State of North Carolina (the “Company”), having its principal office at 3980 Premier Drive, Suite 210, High
Point, North Carolina 27265, and [ ], having an office at ___________, not in its individual capacity but solely as Trustee (the
“Trustee”).


 


RECITALS


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
One



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01         Definitions


 


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


 


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


 


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


 


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


 


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


 


(5)   the word “or”
is not exclusive;


 


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


 


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


 


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


 




     1


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     2


     


    

 


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


 


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


 


“Corporate Trust Office”
means, the office of the Trustee, at which at any particular time its corporate trust business regarding this Indenture shall be
administered, which office at the date of original execution of this Indenture is located at ______________, Attention ___________.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     3


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv) Securities which have been paid
pursuant to Section 3.07 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders
of Securities for quorum purposes and for purposes of making the calculations required by Section 313 of the Trust Indenture
Act, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation
and that shall be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant
to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon
a declaration of acceleration pursuant to Section 5.02 at the time of such determination or calculation, and (ii) the
principal amount of any Security denominated other than in Dollars that may be counted in making such determination or calculation
and that shall be deemed outstanding for such purpose shall be equal to the Dollar equivalent, determined by the Company as of
the date such Security is originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above)
of such Security, and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making any such calculation or relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor.


 






     4


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     5


     


    

 


“Senior Indebtedness”,
with respect to any series of Securities issued hereunder, shall have the meaning ascribed to such term in the Board Resolutions
or supplemental indenture establishing such series in accordance with Section 3.01 hereof, and shall include: (i) the
principal and any premium or interest for money borrowed or purchased by the Company; (ii) the principal and any premium or
interest for money borrowed or purchased by another Person and guaranteed by the Company; (iii) any deferred obligation for
the payment of the purchase price of property or assets evidenced by a note or similar instrument or agreement; (iv) an obligation
arising from direct credit substitutes; and (v) any obligation associated with derivative products such as interest and foreign
exchange rate contracts, commodity contracts and similar arrangements; in each case, whether outstanding on the date this Subordinated
Indenture becomes effective, or created, assumed or incurred after that date. Senior Indebtedness excludes any indebtedness that:
(a) expressly states that it is junior to, or ranks equally in right of payment with, the Securities or the Securities of
any series; or (b) is identified as junior to, or equal in right of payment with, the Securities or the Securities of any
series in any Board Resolution or in any supplemental indenture.


 


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


 


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


 


“Subsidiary” means any
corporation of which at the time of determination the Company and/or one or more Subsidiaries owns or controls directly or indirectly
more than 50% of the shares of Voting Stock.


 


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


 


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


 


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


 


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


 


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


 


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


 




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“Voting Stock” means
stock of a corporation of the class or classes having general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of such corporation provided that, for the purposes hereof, stock which carries
only the right to vote conditionally on the happening of an event shall not be considered voting stock whether or not such event
shall have happened.


 


Section
1.02         Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
1.03         Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 




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Section
1.04         Acts of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


Section
1.06         Notice to Holders; Waiver.


 


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


 


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


 


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


 


Section
1.07         Language of Notices.


 


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


 


Section
1.08         Conflict With Trust Indenture Act.


 


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


 




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Section
1.09         Effect of Headings and Table of Contents.


 


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


 


Section
1.10         Successors and Assigns.


 


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


 


Section
1.11         Separability Clause.


 


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


 


Section
1.12         Benefits of Indenture.


 


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


 


Section
1.13         Governing Law.


 


This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of Norht Carolina applicable to agreements made or instruments
entered into and, in each case, performed in said state; provided, however, that the rights, immunities, duties and liabilities
of the trustee will be governed by the law of the State of New York.


 


Section
1.14         Legal Holidays.


 


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


 


Section
1.15         When Securities Disregarded.


 


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


 


Section
1.16         USA Patriot Act.


 


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


 






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Section
1.17         Force Majeure


 


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


 


Section
1.18         Calculations.


 


Except as otherwise provided herein, the
Company will be responsible for making all calculations called for under this Indenture or the Notes. The Company will make all
such calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company
will provide a schedule of its calculations to the Trustee and the Trustee is entitled to rely conclusively upon the accuracy of
such calculations without independent verification. The Trustee will deliver a copy of such schedule to any Holder upon the written
request of such Holder.


 


ARTICLE
Two



SECURITIES FORMS


 


Section
2.01         Forms Generally.


 


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


 


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


 


Section
2.02         Form of Trustee’s Certificate of Authentication.


 


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


 


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


 


	Dated: [                   ], 20[   ]	[                        ],
	 	not in its individual capacity but solely as Trustee 
	 	 
	 	 
	 	By: 	 
	 	 	Authorized Signatory


 




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Section
2.03         Securities in Global Form.


 


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


 


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


 


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


 


Notwithstanding the provisions of Section 3.09,
the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security, the Holder of such permanent global Security in registered form.


 


ARTICLE
Three



THE SECURITIES


 


Section
3.01         Amount Unlimited; Issuable in Series.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(13)   [Intentionally Omitted]


 


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


 




     13


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(21)   if the Securities
of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms
of such certificates, documents or conditions;


 


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


 


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


 


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


 


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


 


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


 




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Section
3.02         Denominations.


 


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


 


Section
3.03         [Intentionally Omitted]


 


Section
3.04         Execution, Authentication, Delivery and Dating.


 


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


 


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


 


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


 


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


 


Each Security shall be dated the date of
its authentication.


 


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


 


Section
3.05         Temporary Securities.


 


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


 




     15


     


    

 


Except in the case of temporary Securities
in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued,
the Company shall cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Securities of any series, the temporary Securities of such series, if any, shall be exchangeable upon request for definitive
Securities of such series containing identical terms and provisions upon surrender of the temporary Securities of such series at
an office or agency of the Company maintained for such purpose pursuant to Section 10.02, without charge to any Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the
same series containing identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with respect
to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of such series.


 


Section
3.06         Registration, Transfer and Exchange.


 


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


 


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


 


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


 


Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 3.01, any global Security of any series shall be exchangeable for Securities
of such series only if (i) the Securities Depository is at any time unwilling or unable or ineligible to continue as Securities
Depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so notified in
writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall
be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities and the Company
or the Depository shall request such exchange. If the beneficial owners of interests in a global Security are entitled to exchange
such interests for Securities of such series and of like tenor and principal amount of any authorized form and denomination, as
specified as contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest date
on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository
or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given
to the Trustee and the U.S. Depository or such other depository, as the case may be (which instructions shall be in writing but
need not comply with Section 1.02 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order
with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be exchanged; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before any selection of Securities of such series to be
redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be
returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for
any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest
or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance
with the provisions of this Indenture.


 






     16


     


    

 


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


 


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


 


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


 


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


 


Section
3.07         Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


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


 


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


 






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


 


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


 


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


 


Section
3.08         Payment of Interest; Interest Rights Preserved.


 


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


 


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


 


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


 


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


 


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


 






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


 


Section
3.09         Persons Deemed Owners.


 


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


 


Section
3.10         Cancellation.


 


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


 


Section
3.11         Computation of Interest.


 


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


 


Section
3.12         Cusip Numbers.


 


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


 


ARTICLE
Four



SATISFACTION AND DISCHARGE


 


Section
4.01         Satisfaction and Discharge of Indenture.


 


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


 






     19


     


    

 


(1)   either


 


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


 


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


 


(i) have become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
4.02         Application of Trust Money.


 


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


 


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


 


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


 


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


 






     20


     


    

 


(1) either


 


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


 


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


 


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


 


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


 


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


 


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


 


(4)   the Company has delivered
to the Trustee


 


(A)   an opinion of independent
counsel, which may be based upon a ruling from the Internal Revenue Service, that the holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case
if such deposit, defeasance and discharge had not occurred; and


 


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


 


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


 




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


 


ARTICLE
Five



REMEDIES


 


Section
5.01         Events of Default.


 


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


 


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


 


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


 


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


 


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


 


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


 


(6) a court having jurisdiction in
the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, and adjudging it a bankrupt or insolvent or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect
for a period of 60 consecutive days;


 


(7) the Company shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry
of an order for relief in any involuntary case under any such law, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or for any substantial
part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts
as they become due or shall take any corporate action in furtherance of any of the foregoing; or


 






     22


     


    

 


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


 


Section
5.02         Acceleration of Maturity; Rescission and Annulment.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company covenants that if:


 


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


 






     23


     


    

 


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


 


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


 


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


 


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


 


Section
5.04         Trustee May File Proofs of Claim.


 


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


 


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


 


(2)   to collect and receive
any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 6.07.


 


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


 




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Section
5.05         Trustee May Enforce Claims Without Possession of Securities.


 


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


 


Section
5.06         Application of Money or Property Collected.


 


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


 


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


 


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


 


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


 


Section
5.07         Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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



 


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


 


Section
5.09         Restoration of Rights and Remedies.


 


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


 


Section
5.10         Rights and Remedies Cumulative.


 


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


 


Section
5.11         Delay or Omission Not Waiver.


 


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


 


Section
5.12         Control By Holders.


 


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


 


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


 


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


 


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


 


Section
5.13         Waiver of Past Defaults.


 


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


 






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


 


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


 


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


 


Section
5.14         Waiver of Stay or Extension Laws.


 


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


 


ARTICLE
Six



THE TRUSTEE


 


Section
6.01         Certain Duties and Responsibilities.


 


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



 


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



 


		(B)	in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated therein).



 


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


 


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



 


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



 


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



 




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		(C)	the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.12,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series;



 


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



 


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



 


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


 


Section
6.02         Notice of Defaults.


 


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


 


Section
6.03         Certain Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
6.04         Not Responsible For Recitals or Issuance of Securities.


 


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


 


Section
6.05         May Hold Securities.


 


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


 






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Section
6.06         Money Held In Trust.


 


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


 


Section
6.07         Compensation and Reimbursement.


 


The Company agrees:


 


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


 


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


 


(3)   to indemnify each of
the Trustee and any predecessor Trustee and its agents for, and to hold them harmless against, any loss, liability, claim, damage
or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without
negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 6.07)
and the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance
of any of their powers or duties hereunder.


 


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


 


To secure the Company’s payment obligations
in this Section 6.07, the Trustee will have a lien prior to the Securities on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such lien will survive the satisfaction
and discharge of this Indenture and the resignation, removal or replacement of the Trustee.


 


Section
6.08         Corporate Trustee Required; Eligibility; Conflicting Interests.


 


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


 


Section
6.09         Resignation and Removal; Appointment of Successor.


 


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


 




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


 


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


 


(d)   If at any time:


 


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


 


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


 


(3)   the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed
or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


 


then, in any such case, (a) the Company, by or pursuant
to Board Resolution, may remove the Trustee with respect to all Securities, or (b) subject to Section 315(c) of
the Trust Indenture Act any Holder of a Security who has been a bona fide Holder of a Security of any series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 


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


 


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


 






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Notwithstanding replacement of the Trustee
pursuant to this Section 6.09, the Company’s obligations under Section 6.07 will continue for the
benefit of the retiring Trustee.


 


Section
6.10         Acceptance of Appointment By Successor.


 


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


 


(b)   In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested
in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee
and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any
other Trustee hereunder, and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates have no further responsibility for the exercise of rights
and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture other than as hereinafter
expressly set forth, and each such successor Trustee without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.


 


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


 


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


 




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


 


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


 


Section
6.12         Appointment of Authenticating Agent.


 


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


 


Each Authenticating Agent shall be acceptable
to the Company.


 


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


 


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


 


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


 


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


 


	Dated: [                            ]	[                                         ], 
	 	not in its individual capacity but solely as Trustee 
	 	 
	 	 
	 	By: 	[                                                                      ] 
	 	As Authenticating Agent
	 	 
	 	 
	 	By: 	 
	 	Authorized Signatory


 


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


 






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ARTICLE
Seven



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


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


 


(1)   semi-annually, not
later than 10 days after the Regular Record Date for interest for each series of Securities, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date,
or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such dates as are set forth
in the Board Resolution or indenture supplemental hereto authorizing such series, and


 


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


 


provided, however, that so long as the Trustee is the
Security Registrar no such list shall be required to be furnished.


 


Section
7.02         Preservation of Information; Communications to Holders.


 


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


 


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


 


Section
7.03         Reports By Trustee.


 


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


 


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


 


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


 


Section
7.04         Reports By Company.


 


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


 






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Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive or other notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Notwithstanding the foregoing, to the extent any of the information required by this Section 7.04 is filed by the Company
with the Commission and publicly available on the Commission’s EDGAR system (or any successor system thereto), then such
information shall be deemed to be filed with the Trustee provided, however, that the Trustee shall have no obligation whatsoever
to determine if such filing has occurred.


 


ARTICLE
Eight



CONSOLIDATION, MERGER AND SALES


 


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


 


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


 


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


 


(2)   immediately after giving
effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and


 


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


 


Section
8.02         Successor Corporation Substituted For Company.


 


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


 




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ARTICLE
Nine



SUPPLEMENTAL INDENTURES


 


Section
9.01         Supplemental Indentures Without Consent of Holders.


 


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


 


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


 


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


 


(3)   to add to or change
any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities
in uncertificated form;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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Section
9.02         Supplemental Indentures With Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
9.03         Execution of Supplemental Indentures.


 


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


 






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Section
9.04         Effect of Supplemental Indentures.


 


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


 


Section
9.05         Conformity With Trust Indenture Act.


 


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


 


Section
9.06         Reference in Securities to Supplemental Indentures.


 


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


 


Section
9.07         Subordination Unimpaired.


 


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


 


ARTICLE
Ten



COVENANTS


 


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


 


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


 


Section
10.02         Maintenance of Office or Agency.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section
10.04         Additional Amounts.


 


If any Securities of a series provide for
the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series Additional Amounts
as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium,
if any) or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms
of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in
any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention
is not made.


 


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


 


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


 


(a)   The Company will, in
addition to the reports required by Section 7.04, deliver to the Trustee, within 120 days after the end of each fiscal year
(which on the date hereof ends on December 31), commencing December 31, 20__, a written statement, which need not comply
with Section 1.02, signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer
or an Executive Vice President and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the Company, stating,
as to each signer thereof, that:


 


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


 


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


 


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


 






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Section
10.06         Payment of Taxes and Other Claims.


 


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


 


Section
10.07         Corporate Existence.


 


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


 


Section
10.08         Waiver of Certain Covenants.


 


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


 


ARTICLE
Eleven



REDEMPTION OF SECURITIES


 


Section
11.01         Applicability of Article.


 


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


 


Section
11.02         Election To Redeem; Notice To Trustee.


 


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


 


Section
11.03         Selection By Trustee of Securities To Be Redeemed.


 


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


 






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


 


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


 


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


 


Section
11.04         Notice of Redemption.


 


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


 


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


 


All notices of redemption shall state:


 


(1)   the Redemption Date,


 


(2)   the Redemption Price,


 


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


 


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


 


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


 


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


 


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


 


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


 






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(9)   the CUSIP number, if
any.


 


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


 


Section
11.05         Deposit of Redemption Price.


 


On or prior to 10:00 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 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional
Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on that date.


 


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


 


Section
11.06         Securities Payable on Redemption Date.


 


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


 


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


 


Section
11.07         Securities Redeemed in Part.


 


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


 






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Section
11.08         Conversion Arrangements on Call for Redemption.


 


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


 


ARTICLE
Twelve



SINKING FUNDS


 


Section
12.01         Applicability of Article.


 


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


 


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


 


Section
12.02         Satisfaction of Sinking Fund Payments With Securities.


 


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


 




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Section
12.03         Redemption of Securities For Sinking Fund.


 


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


 


ARTICLE
Thirteen



SUBORDINATION


 


Section
13.01         Securities Subordinated To Senior Indebtedness.


 


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


 


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


 


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


 


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


 






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(3)   In the event that any
default shall occur and be continuing with respect to any Senior Indebtedness permitting the holders of such Senior Indebtedness
to accelerate the maturity thereof, if either


 


(A) notice of such default, in writing or by telegram,
shall have been given to the Company and to the Trustee, provided that judicial proceedings shall be commenced in respect of such
default within 180 days in the case of a default in payment of principal or interest and within 90 days in the case of any other
default after the giving of such notice, and provided further that only one such notice shall be given pursuant to this Section 13.01(3) in
any twelve months period, or


 


(B) judicial proceedings shall be pending in respect
of such default,


 


the Holders of the Securities and the Trustee for their benefit
shall not be entitled to receive any payment on account of principal, premium, if any, or interest and Additional Amounts thereon
(including any such payment which would cause such default) unless payment in full of all principal of, and premium and interest
on or other amounts in respect of, such Senior Indebtedness shall have been made or provided for. The Trustee, forthwith upon receipt
of any notice received by it pursuant to this Section 13.01(3), shall, as soon as practicable, send a notice thereof to each
Holder of Securities at the time outstanding as the names and addresses of such Holders appear on the Security Register. 
In case despite the foregoing provisions, any payment or distribution shall, in any such event, be paid or delivered to any Holder
of the Securities or to the Trustee for their benefit before all Senior Indebtedness shall have been paid in full, such payment
or distribution shall be held in trust for and so paid and delivered to the holders of Senior Indebtedness (or their duly authorized
representatives) until all Senior Indebtedness shall have been paid in full.


 


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


 


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


 


Section
13.02         Subrogation.


 


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


 






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Section
13.03         Obligation of Company Unconditional.


 


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


 


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


 


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


 


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


 


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


 


Section
13.04         Payment on Securities Permitted.


 


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


 


Section
13.05         Effectuation of Subordination by Trustee.


 


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


 


Section
13.06         Knowledge of Trustee.


 


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


 




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Section
13.07         Trustee’s Relation To Senior Indebtedness.


 


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


 


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


 


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


 


Section
13.08         Rights Of Holders Of Senior Indebtedness Not Impaired.


 


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


  


* * * * *


 




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


 


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


 


	 	BNC BANCORP 
	 	 
	 	By: 	
	 	Name: 
	 	Title: 
	 	 
	 	[                        ],
	 	 
	 	not in its individual capacity but solely as Trustee 
	 	 
	 	By: 	 
	 	Name: 
	 	Title: 


 


 



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